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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For The Fiscal Year Ended December 31, 2024

 

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 of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

No. B-10-08, Vertical Business Suite,

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

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (603) 2242-4032

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes ☐ No ☒

 

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 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 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO ☒

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

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

 

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

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

Yes ☐ No ☒

 

The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:

 

Not Applicable

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Not Applicable

 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

 

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 December 31, 2024
Common Stock, $.0001 par value   206,904,585

 

 

 

 
 

 

DSwiss, Inc.

FORM 10-K

For the Fiscal Year Ended December 31, 2024

Index

 

    Page #
PART I    
     
Item 1. Business 2
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 10
Item 1C. Cybersecurity 10
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Mine Safety Disclosures 11
     
PART II    
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11
Item 6. Selected Financial Data 13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20
Item 9A. Controls and Procedures 20
Item 9B. Other Information 21
     
PART III    
     
Item 10. Directors, Executive Officers and Corporate Governance 22
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions, and Director Independence 27
Item 14. Principal Accounting Fees and Services 28
     
PART IV    
     
Item 15. Exhibits, Financial Statement Schedules 28
     
SIGNATURES   29

 

i
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 

  ● The availability and adequacy of our cash flow to meet our requirements;
     
  ● Economic, competitive, demographic, business and other conditions in our local and regional markets;
     
  ● Changes or developments in laws, regulations or taxes in our industry;
     
  ● Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
     
  ● Competition in our industry;
     
  ● The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
     
  ● Changes in our business strategy, capital improvements or development plans;
     
  ● The availability of additional capital to support capital improvements and development; and
     
  ● Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Use of Defined Terms

 

Except as otherwise indicated by the context, references in this Report to:

 

  ● The “Company,” “we,” “us,” or “our,” “DSwiss” are references to DSwiss, Inc., a Nevada corporation.
     
  ● “Common Stock” refers to the common stock, par value $.0001, of the Company;
     
  ● “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;
     
  ● “Securities Act” refers to the Securities Act of 1933, as amended; and
     
  ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

 

1

 

 

PART I

 

ITEM 1. BUSINESS

 

Corporate History

 

DSwiss, Inc. (“the Company”), a Nevada corporation, was incorporated on May 28, 2015. The Company operates through its wholly-owned subsidiary, DSwiss Holding Limited, incorporated in Seychelles.

 

The Company and its subsidiaries are primarily engaged in the supply of high-quality health and beauty products. These include weight management beverages, anti-aging solutions, and immune system enhancers designed to promote overall health and well-being.

 

The Company conducts its operations through DSwiss Sdn Bhd, a private limited liability company incorporated in Malaysia. DSwiss Holding Limited, the Seychelles-based investment holding company, owns 100% equity interest in DSwiss (HK) Limited, a Hong Kong entity. DSwiss (HK) Limited, in turn, holds 100% equity interest in DSwiss Sdn Bhd.

 

Additionally, the Company previously held a 40% equity interest in DSwiss Biotech Sdn Bhd, a Malaysian entity. On January 18, 2023, DSwiss (HK) Limited acquired the remaining 60% equity interest in DSwiss Biotech Sdn Bhd for a consideration of RM1, making it a wholly-owned subsidiary of DSwiss (HK) Limited.

 

The Company, through its subsidiaries, focuses on the supply of premium beauty and health products. Below is an overview 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  International trade in health care and beauty products  100%
                 
3.   DSwiss Sdn Bhd  Malaysia,  March 10, 2011  2 shares of ordinary share of RM 1 each  Supply of health care products  100%
                 
4.   DSwiss Biotech Sdn Bhd  Malaysia,  March 17, 2016  250,000 shares of ordinary share of RM 1 each  Research and development on biotechnology  100%

 

Business Overview

 

DSwiss is a premier biotech nutraceutical firm and turnkey Private Label ODM/OEM provider, specializing in premium healthcare, skincare, and personal care solutions. We craft high-quality formulations using natural ingredients, ensuring excellence from raw material sourcing to manufacturing and packaging. Our diverse product portfolio includes functional foods, health supplements, skincare, personal care, and pet wellness products, designed to enhance well-being and lifestyle quality.

 

Since our inception, DSwiss has experienced remarkable growth, fueled by over a decade of continuous innovation in the health and beauty industry. Under the visionary leadership of CEO Vincent Leong, our premium lifestyle solutions have expanded across Malaysia, Singapore, Indonesia, Hong Kong, Australia, Taiwan, Macau, and China. With a strong distributor network, we continue to strengthen our presence across the Asia-Pacific region while actively exploring new global markets.

 

Driven by a team of industry experts, DSwiss remains dedicated to delivering superior products and customized solutions that cater to diverse client needs. Guided by our philosophy, “Creating Beauty, Health, and the Ecosystem,” our cutting-edge R&D team pioneers new product lines and integrates the latest scientific advancements. This commitment to research and innovation empowers us to develop evidence-based, high-value formulations, ensuring our continued leadership in the industry.

 

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Comprehensive OEM & ODM Solutions

 

With extensive expertise in OEM and ODM services, DSwiss offers end-to-end solutions designed to meet the unique needs of our clients. Beyond product development, we provide strategic business consultancy, market trend analysis, and marketing support to drive success. Our unwavering commitment to quality and reliability is reflected in our meticulous selection of premium ingredients and materials, ensuring excellence at every stage—from research and development to production. By combining innovation with industry-leading expertise, we empower brands to thrive in the dynamic health and beauty market.

 

Commitment To Quality & Innovation

 

At DSwiss, we are committed to delivering exceptional health supplements and beauty products by sourcing premium natural active ingredients with the utmost care. Our rigorous quality control and assurance processes guarantee the safety, efficacy, and consistency of every product we produce.

 

Upholding the highest industry standards, we strictly adhere to the regulations set by the Ministry of Health (MOH) Malaysia. Through advanced production techniques and specialized equipment, we continuously refine our processes, integrating customer feedback to drive innovation and excellence.

 

As a trusted partner in private label manufacturing, DSwiss provides fully customizable solutions tailored to meet the unique needs of our clients. With an unwavering dedication to quality, innovation, and sustainability, we empower businesses to thrive in competitive markets while contributing to a healthier and more sustainable future.

 

DSwiss has cultivated a strong team and forged strategic partnerships worldwide, harnessing advanced manufacturing and R&D capabilities to deliver high-quality, cost-effective solutions. We thrive on collaboration, working closely with our clients to develop and produce customized formulations that align seamlessly with their unique brand visions. With a commitment to innovation and excellence, we continue to drive growth and set new industry standards in health and beauty.

 

Expanding Our Expertise & Capabilities

 

Over the past year, we have enhanced our key departments by welcoming top industry professionals, including nutritionists, scientists, laboratory technicians, customer relationship executives, and operations specialists. Through seamless collaboration, our experts drive the development of groundbreaking natural health and beauty products, leveraging premium ingredients and state-of-the-art formulations. With an unwavering commitment to quality and regulatory excellence, we continue to pioneer innovative solutions that redefine the future of health and beauty.

 

Investing In Future Growth & Innovation

 

We are actively advancing our strategic initiatives in Talent and Product Development, focusing on pioneering new formulations that align with evolving market demands. Through in-depth market analysis, literature research, and product testing, we ensure full compliance with JAKIM Halal and Malaysian Ministry of Health standards.

 

Our experts oversee every stage of development—from sourcing premium raw materials and precision manufacturing to rigorous quality control, stability and safety testing, third-party lab verification, innovative packaging, and seamless shipping.

 

Supporting these efforts, our Operations team ensures a streamlined supply chain, while our Accounts & Finance team upholds financial integrity to drive sustainable growth. Through collaboration and continuous innovation, we are shaping the future of health and beauty solutions.

 

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Expanding Our Global Reach

 

Leveraging our expertise and deep industry knowledge, we have successfully expanded our OEM/ODM client base in 2024 while strengthening our brand recognition within the sector. As the demand for high-quality products continues to grow, manufacturers must excel in specialized knowledge, R&D innovation, and advanced technology. At DSwiss, we are dedicated to being a trusted partner for brands committed to excellence in health and beauty.

 

Over the past two years, we have focused on strengthening our presence in Malaysia, laying a solid foundation for future growth. Now, driven by our vision to become a global leader in healthcare and skincare/personal care manufacturing, we are strategically re-entering key international markets, including China, United States, Singapore and others bustling market in the global. Our mission is to set new industry benchmarks in health and beauty through cutting-edge technology, holistic wellness solutions, innovative product formulations, and exceptional customer care.”

 

With innovation at the core of our growth strategy, we are shaping the future of the health and beauty industry on a global scale, ensuring our products and services meet the evolving needs of consumers worldwide.

 

Overview

 

We specialize in turnkey private label manufacturing for nutraceutical and skincare/personal care ODM/OEM products, providing a seamless one-stop solution.

 

Our end-to-end services encompass custom formulation research and development, manufacturing, production, packaging, and shipping, as well as import/export and regulatory licensing.

 

With a strong commitment to quality and innovation, we offer premium services backed by rigorous laboratory testing, strict quality control, and efficient production. Our expert team formulates scientifically proven, naturally effective, and high-value-added products designed to meet diverse market needs.

 

Our production facilities uphold the highest national and international standards, including GMP (Good Manufacturing Practices), HACCP (Hazard Analysis and Critical Control Points), JAKIM Halal, ISO, and MESTI, ensuring excellence at every stage of production.

 

Expert Consultancy

 

With years of experience collaborating with diverse clients, we have been instrumental in driving growth and success. Our expertise empowers businesses to operate efficiently and profitably, providing comprehensive guidance across all operational areas while keeping them ahead of the latest market trends and best practices.

 

Beyond business consultancy, we offer strategic marketing solutions and dedicated support, helping businesses unlock new opportunities and achieve their full potential. With a forward-thinking approach, we are committed to driving innovation, sustainability, and long-term success for our partners.

 

Innovative R&D

 

Our innovative in-house R&D team is dedicated to developing specialized formulations and tailored solutions through in-depth research and cutting-edge innovation. We carefully source premium ingredients and materials from trusted suppliers, ensuring the highest standards of quality. With a strong commitment to safety and efficacy, we implement rigorous quality control and assurance protocols at every stage of production, delivering exceptional products that inspire confidence and drive success.

 

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Design & Packaging

 

Our dedicated teams work closely with clients to design innovative packaging and visuals that enhance unique selling points and strengthen brand identity. Aligned with Ministry of Health standards, we offer comprehensive consultation on packaging design—including text, labels, and graphics—while integrating sustainable materials, ensuring product stability, and optimizing shelf life. Through our tailored solutions, we help businesses create impactful and market-ready products.

 

Regulatory Services

 

Our experienced regulatory specialists provide end-to-end support to ensure a smooth market entry for your product. We expertly prepare and submit documentation to key authorities, including the Ministry of Health (Malaysia), HALAL (Malaysia), and other relevant regulatory bodies. With our thorough guidance, we help streamline approvals, ensuring compliance and accelerating your product’s journey to market success.

 

Production & Quality Assurance

 

Our products are crafted under strict Good Manufacturing Practice (GMP) standards, with rigorous quality and safety controls at every stage. Raw materials and finished products undergo prompt testing in our internal laboratory, adhering to the highest industry standards.

 

Equipped with advanced machinery, our state-of-the-art facility produces a diverse range of dosage forms and container types, catering to various customer needs. Quality control is seamlessly integrated throughout the production process, ensuring precision manufacturing and consistent excellence.

 

With a commitment to continuous innovation and improvement, we take pride in delivering end-to-end solutions—ensuring every product reaches customers on time and in optimal condition.

 

Products and Formulations

 

Functional Food

 

Functional foods, also known as nutraceuticals, are crafted to provide health benefits beyond basic nutrition, supporting overall well-being and reducing the risk of diseases.

 

● Enriched with essential nutrients, vitamins, minerals, and bioactive compounds to prevent nutritional deficiencies and optimize physiological functions.
● Designed to enhance bodily functions and contribute to long-term health maintenance.
● Developed by a team of experienced food technologists and scientists specializing in innovative food supplements.
● Available in various forms, including powders, liquids, chewable tablets, jellies, tea bags, capsules, and gummies, catering to diverse consumer preferences.
● Produced using natural, effective, and proprietary standardized extracts, along with scientifically proven ingredients, ensuring safety and efficacy.

 

Through continuous research and innovation, we are committed to delivering high-quality functional food solutions that support a healthier lifestyle.

 

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Skincare Products

 

Skincare products are essential in meeting the growing demand for beauty solutions, offering practices that enhance skin integrity, improve conditions, and elevate overall appearance.

 

● Formulated with effective, naturally derived, and scientifically proven ingredients to deliver beautifying benefits while ensuring safety.
● Made with carefully selected ingredients, free from banned substances, heavy metals, and allergens.
● Developed by an experienced R&D team dedicated to innovation, quality, and efficacy.
● Available in various forms, including serums, toners, cleansers, essences, creams, facial masks, gels, and lotions, catering to diverse skincare needs.

 

Through our commitment to research and development, we strive to provide high-quality skincare solutions that promote healthier, more radiant skin.

 

Personal Care Products

 

Driven by the philosophy of equality of life, we have expanded into the pet-care sector with a mission to enhance the well-being and quality of life of cherished pets. Our product range includes specialized offerings, such as pet shampoos, meticulously crafted to support hygiene, grooming, and beautification.

 

● Customized to meet the specific needs of pets, ensuring they are mild and gentle on sensitive animal skin, which differs significantly from human skin.
● Designed to effectively address health issues, improve skin and coat conditions, and promote overall pet wellness.
● Combining innovation, expertise, and care to deliver comprehensive solutions that enhance the health, happiness, and vitality of pets.

 

Through our commitment to quality and innovation, we strive to provide pet owners with trusted products that reflect our dedication to the holistic well-being of their beloved companions.

 

Pet Wellness Supplement

 

Pet health supplements are carefully formulated to provide essential nutrients, support vital bodily functions, and promote the overall well-being of companion animals. Designed to complement pets’ daily diets, these supplements help address specific health needs and enhance their quality of life.

 

● Deliver a balanced blend of vitamins, minerals, and bioactive compounds to support overall health and optimize bodily functions in pets.
● Enhance skin health, joint mobility, and immune function, while addressing specific needs such as energy, digestion, and coat vitality.
● Developed using scientifically validated ingredients, free from harmful additives, and tailored to ensure safety, efficacy, and optimal nutrient absorption for pets.

 

One of our latest innovations is a comprehensive pet wellness supplement, specifically designed to support skin, joint, and immune health. This product combines a synergistic blend of key ingredients, scientifically recognized for their beneficial effects in these critical areas of pet health. Through this and other advancements, we remain committed to improving the quality of life for pets and their families.

 

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Health Supplements

 

Health supplements are meticulously formulated to deliver essential nutrients, support vital bodily functions, and promote overall well-being. Designed to complement daily diets, these supplements help bridge nutritional gaps and target specific health concerns.

 

● Provide a rich blend of vitamins, minerals, and bioactive compounds to support overall health and optimize bodily functions.
● Enhance immunity, digestion, cognitive function, and heart health, while addressing specific needs such as energy boost, joint support, and skin vitality.
● Developed using scientifically validated ingredients, free from harmful additives, and available in various forms to ensure safety, efficacy, and optimal nutrient absorption.

 

Our commitment to quality and innovation ensures that our health supplements meet the highest standards, empowering individuals to achieve their wellness goals.

 

Natural Products / Traditional Medicines

 

Traditional medicines and natural products have been used for centuries across cultures to promote healing, balance, and overall well-being. Rooted in ancient wisdom and holistic practices, these remedies harness the power of nature to support the body’s innate ability to heal and thrive. Carefully crafted from plant-based ingredients, herbs, and natural compounds, they offer a gentle yet effective approach to health and wellness.

 

● Provide a harmonious blend of herbs, roots, and natural extracts to restore balance, enhance vitality, and support the body’s natural healing processes.
● Promote holistic health by addressing physical, mental, and emotional well-being, with benefits such as improved energy, stress relief, immune support, and digestive harmony.
● Formulated based on time-tested traditions and modern scientific research, free from synthetic additives, and available in various forms like teas, tinctures, capsules, and powders for ease of use and absorption.

 

Whether used for preventive care or to address specific health concerns, traditional medicines and natural products offer a connection to nature’s healing power, fostering wellness in a sustainable and holistic way.

 

Trademark

 

The Company owned several trademark registers under its subsidiaries in respective jurisdiction of which the subsidiary is operates.

 

● Cambodia
● Malaysia
● Singapore
● China
● Hong Kong
● India
● Myanmar
● Vietnam
● EUIPO

 

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Future Plan

 

Marketing Campaign & Publicity

 

The company is actively expanding its market presence in the beauty and health industries, both locally and internationally. To accelerate growth, we continuously enhance our marketing efforts through targeted social media campaigns and established e-commerce platforms, increasing product visibility and strengthening brand awareness. Recognizing the growing influence of digital engagement, management has made social media a key component of our marketing strategy. By leveraging the extensive networks we have built since our inception, our outreach efforts have become increasingly efficient and impactful, allowing us to connect directly with customers, gather valuable feedback, and continuously enhance our offerings. This direct engagement has fueled exponential growth in our customer base, strengthening our brand image and market position.

 

Looking ahead, our marketing and publicity strategies will focus on:

 

  ● Collaborating with leading biotech and life sciences partners to reinforce our competitive edge.
  ● Partnering with innovative retail technology providers to drive sales and broaden market exposure.
  ● Offering comprehensive biotechnology, nutraceuticals, and skincare solutions, including turnkey private label manufacturing services.
  ● Aiming for a 100% increase in social media engagement compared to last year by the end of 2025 through targeted campaigns, influencer collaborations, and interactive content strategies.
  ● Planning to participate in at least two major international trade shows (e.g., HNC Shanghai, Vitafoods Asia) by the end of 2025 as part of our global expansion strategy, enhancing brand visibility and fostering strategic partnerships.

 

Building on our success in Chinese trade shows, we have effectively showcased our products to a global audience, unlocking new growth opportunities. As we continue our expansion, we are excited to extend our reach by participating in trade shows in Thailand, further strengthening our industry presence and fostering valuable collaborations. Moving forward, we remain committed to expanding our reach and deepening customer relationships through strategic digital engagement, driving sustainable growth and establishing ourselves as a global leader in the beauty and health industries.

 

Human Resources & Talent Development

 

Strengthening our workforce is essential to achieving our future goals. We are committed to investing in human resources and talent development across key areas, including internal administration, operations, sales and marketing, accounting and finance, and top management. With strong teams already in place for R&D, product development, operations, and sales, as well as a recently expanded accounts department, we are well-positioned for the next phase of growth. By expanding our talent pool, we aim to enhance our capabilities, drive innovation, and accelerate our progress toward long-term success. DSwiss is committed to talent acquisition, employee development, and strategic partnerships to strengthen our workforce and capabilities to support our expansion. Our key objectives include expanding our workforce by 50% by the end of 2025 and hiring specialists in R&D biotechnology and digital marketing to support our growth initiatives. We also plan to establish internship partnerships with at least three top universities in Malaysia, such as Taylors University, Monash University, and other universities in Malaysia, by 2025 to foster talent development and industry collaboration.

 

Merger & Acquisition

 

The Company is actively pursuing strategic mergers and acquisitions to drive growth and unlock synergies across key sectors, including healthcare, biotechnology, beauty and slimming, wellness, food science, and related industries. By complementing organic growth with targeted acquisitions, we aim to accelerate innovation, expand our market reach, and enhance value creation for shareholders, employees, and partners. With a forward-thinking approach, we are committed to seizing new opportunities that align with our vision for long-term success and industry leadership. Furthermore, our M&A strategy is designed to support companies facing challenges in their supply chain and R&D investment. By acquiring or partnering with firms that struggle with procurement inefficiencies, limited supplier networks, or outdated research capabilities, DSwiss can leverage its expertise to optimize their operations, enhance technological innovation, and drive overall industry progress. With a forward-thinking approach, we are committed to seizing new opportunities that align with our vision for long-term success and industry leadership.

 

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Competition

 

The beauty and healthcare industries are dynamic and rapidly evolving, presenting exciting opportunities for growth and innovation. To strengthen our market position, we are leveraging the experience, knowledge, and expertise of our dedicated team while maintaining our commitment to delivering exceptional customer service. Additionally, we are strategically expanding into functional medicine and homeopathic supplements to meet the growing demand in the complementary and integrative health markets. By embracing innovation and staying attuned to industry trends, we are well-positioned to drive sustainable growth and enhance our market presence.

 

Customers

 

For the year ended December 31, 2024, the Company has generated $3,112,887 revenue from clients under the ordinary course of business of the Company. The revenue mainly represented OEM/ODM sales of Nutraceutical / Skincare and Medical Consumable Supplies to clients.

 

Employees

 

As of December 31, 2024, the Company has thirteen (13) full-time employees, including Mr. Leong Ming Chia who serves as our Chief Executive Officer, Director, Secretary, and Treasurer. He works full-time and has the flexibility to dedicate up to 70 hours per week to the business, with a willingness to commit additional time as needed.

 

Currently, we do not offer pension plans, health insurance, annuities, stock options, profit sharing, or similar benefits. However, we may consider implementing such plans in the future. At this time, no personal benefits are provided to our officers, directors, or employees.

 

Government Regulation

 

We are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements.

 

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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 1B. UNRESOLVED STAFF COMMENTS

 

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 1C. CYBERSECURITY

 

Risk management and strategy

 

DSwiss, Inc. acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data.

 

We plan to strategically incorporate cybersecurity risk management into all our comprehensive risk management framework, fostering a corporate culture that prioritizes cybersecurity at all levels. This integration shall be done in stages so as to guarantee that cybersecurity factors are ingrained in our decision-making processes throughout the organization. We plan to incorporate a risk management team to collaborate closely with the IT department, consistently assessing and mitigating cybersecurity risks in alignment with our business goals and operational requirements.

 

We recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we shall collaborate with external experts, including cybersecurity assessors, consultants, and auditors. This cooperation shall involve regular audits, threat assessments, and consultations to enhance our security measures. These efforts ensure that our cybersecurity strategies adhere to industry best practices and remain effective in safeguarding our systems.

 

Understanding the potential risks associated with third-party service providers, we shall implemented stringent processes to oversee and manage these concerns. We shall conduct thorough security assessments before engaging with any third-party provider and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This involves quarterly assessments by our management and continuous evaluations by our security engineers. This approach is designed to mitigate the risks of data breaches or other security incidents originating from third-party sources.

 

We have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status.

 

Governance

 

The Board of Directors is fully aware of the vital importance of managing cybersecurity risks. To ensure effective governance in handling these risks, the Board shall implement a strong oversight mechanisms. This reflects our understanding of the significant impact these threats can have on operational integrity and stakeholder confidence.

 

Our Board of Directors is tasked with overseeing data privacy and cybersecurity risks. They regularly review the Company’s cybersecurity program with management, evaluating the adequacy of controls and security for our information technology systems. Additionally, they assess the Company’s response plan in case of a security breach affecting these systems. Annually, the Board of Directors receives updates on potential cybersecurity incidents, data privacy, and compliance programs, engaging in active discussions with management on cybersecurity risks.

 

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ITEM 2. PROPERTIES

 

Our principal executive office is currently located at No. B-10-08, Vertical Business Suite, Bangsar South City, No. 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

 

For the year ended December 31, 2024, the principal executive office located at Unit 18-11, 18-12 & 18-01, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia, was rented by DSwiss Sdn Bhd for an initial deposit of MYR 67,200 and additional monthly payments in the amount of MYR 16,800, on a month- to-month basis which was terminable by the end of each month.

 

In July 2018, the Company obtained a loan in the principal amount of MYR250,000 (approximately $60,479) from Public Bank Berhad, a financial institution in Malaysia, to finance the acquisition of a motor vehicle. The loan bears interest at the base lending rate less 2.38% per annum, is payable in 83 monthly instalments of MYR3,473 (approximately $840) each and a final monthly instalment of MYR3,391 (approximately $820) and matures in June 2025.

 

As of December 31, 2024, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR20,756 (approximately $4,643) to be settled in 6 instalments in year 2025.

 

In December 2021, the Company had obtained the second loan financing in the principal amount of MYR180,000 (approximately $43,134) from Public Bank Berhad, a financial institution in Malaysia, to finance the acquisition of a motor vehicle. The loan bears interest at the base lending rate less 3.89% per annum, is payable in 60 monthly instalments of MYR3,306 (approximately $792) each and matures in November 2026.

 

As of December 31, 2024, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR76,038 (approximately $17,009), of which MYR39,672 (approximately $8,874) to be settled in 12 instalments in year 2025 and MYR36,366 (approximately $8,135) to be settled in 11 instalments after year 2025.

 

In December 2024, the Company had obtained another loan financing in the principal amount of MYR387,000 (approximately $86,568) from Hong Leong Bank Berhad, a financial institution in Malaysia, to finance the acquisition of a motor vehicle. The loan bears interest at the base lending rate less 2.74% per annum, is payable in 60 monthly instalments of MYR7,334 (approximately $1,641) each and matures in November 2029.

 

As of December 31, 2024, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR432,685 (approximately $96,788), of which MYR88,008 (approximately $19,687) to be settled in 12 instalments in year 2025 and MYR344,677 (approximately $77,101) to be settled in 47 instalments after year 2025.

 

Loan acquired for the acquisition of motor vehicles mentioned above are denominated in MYR, of which subjected to the fluctuation in reporting currency.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is currently quoted on the OTC Pink under the trading symbol “DQWS.”

 

Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

 

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

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Fiscal Year 2024  Highest Bid   Lowest Bid 
First Quarter  $0.05   $0.01 
Second Quarter  $0.05   $0.01 
Third Quarter  $0.05   $0.02 
Fourth Quarter  $0.07   $0.01 

 

Holders

 

As of December 31, 2024, we had 206,904,585 shares of our Common Stock par value, $.0001 issued and outstanding. There were 427 beneficial owners of our Common Stock.

 

Transfer Agent and Registrar

 

The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)828-8436.

 

Penny Stock Regulations

 

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

 

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

 

Dividend Policy

 

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.

 

Equity Compensation Plan Information

 

Currently, there is no equity compensation plan in place.

 

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Unregistered Sales of Equity Securities

 

Currently, there is no unregistered sales of equity securities.

 

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

 

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2024.

 

ITEM 6. SELECTED FINANCIAL DATA

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

Overview

 

DSwiss, Inc. (“the Company”), a Nevada corporation 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. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest owned by DSwiss (HK) Limited. On November 9, 2020, DSwiss International Trading (Shenzhen) Limited was officially deregistered. 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.

 

Our Company is a beauty supply company formed with the goal of supplying high quality beauty products directly to our clients. Our beauty supplies include, but are not limited to, beverages to assist in burning and reducing fat, anti-aging creams, and products designed to improve the overall health and physical appearance of our clients. Currently we supply our products in Malaysia, Singapore, Indonesia, Hong Kong and China. However, we have intentions to expand to Myanmar, Macau, Vietnam and Cambodia, and subsequent to that we will make efforts to expand throughout the world a premier biotech-nutraceutical company, supplying high-quality health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body.

 

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

 

Our Company continuously strives to improve the already high standard of our goods and services through ongoing research and market development. We are going to penetrate into South East Asia markets through the recruitment of distributors and via the social media like Facebook and Instagram. We foresee to spend a substantial amount in marketing and advertising in the coming year. At DSwiss we are determined to bring new products to markets that we have not yet explored.

 

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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.

 

We always strive to offer products as high quality as possible, and hope that this assurance from an esteemed regulatory body will also serve to prove our continuing commitment to providing quality goods.

 

DSwiss have own brand Quantum Resonant Magnetic Analyzer which is DSwiss Quantum Resonant Magnetic Analyzer. DSwiss Quantum Resonant Magnetic Analyzer is a Hi-tech innovation project, which is related to medical, bio-informatics, electronic engineering, etc. It is based on quantum medical, and scientifically analyzes the human cell’s weak magnetic field collected by advanced electronic device. The analyzer can work out the customer’s health situation and main problem. According to the checking result, the analyzer can figure out the reasonable treatment recommendation. The quantum resonant magnetic analyzer is the individualized guide of comprehensive healthy consulting and updated healthy sciences, and its characteristics and advantages are comprehensive, non-invasive, practical, simple, quick, economical and easy to popularize. We can see DSwiss Quantum Resonant Magnetic Analyzer can help our customers to more concern about their health and skin condition.

 

Our expected growth is planned to occur primarily through the implementation of our social media marketing strategy. DSwiss already has a strong relationship with social media (eg. Facebook, Instagram and Wechat). 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 Operations

 

Revenues for the year ended December 31, 2024 and 2023

 

The Company generated revenue of $3,112,887 and $1,470,071 for the year ended December 31, 2024 and 2023 respectively. Revenue has increased by $1,642,816 which is a 111.8% increase comparatively. The revenue mainly represented OEM/ODM sales of Nutraceutical and Skincare Supplies to the customers.

 

Cost of Revenue and Gross Margin

 

Cost of revenue for the Company year ended December 31, 2024, amounted to $2,489,616 as compared to $1,110,846 for the year ended December 31, 2023. The increase of $1,378,770 in cost of revenue was in line with the increase in revenue. As a result, the gross profit has increased from $359,225 for the year ended December 31, 2023 to $623,271 for the year ended December 31, 2024.

 

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Gross margin of the Company has decreased from 24.44% in year ended December 31, 2023 to 20.02% in year ended December 31, 2024, which is a net decrease of 4.42%.

 

Cost of revenue comprise of freight-in, cost of goods purchased and packing material cost.

 

Operating Expenses

 

Selling, general and administrative expenses for the year ended December 31, 2024 and 2023 amounted to $603,720 and $367,647 respectively, the increase of $236,073 which is 64.21% higher comparatively.

 

Operating expenses for the year ended December 31, 2024 and 2023 amounted to $1,203 and $1,342 respectively, the decrease of $139 which is 10.36% lower comparatively.

 

Other Income

 

The Company recorded an amount of $13,300 and $6,904 as other income for the year ended December 31, 2024 and 2023 respectively. This income is derived from the interest income earned and exchange gain.

 

Net Profit / (Loss) and Net Profit / (Loss) Margin

 

Net profit for the year ended December 31, 2024 was $22,223 as compared to net loss for the year ended December 31, 2023 was $49,535. The increase in net profit of $71,758 was resulted from the increase in revenue. Taking into the profit for the year ended December 31, 2024, the accumulated loss for the Company has decreased from $1,410,153 to $1,387,930.

 

Liquidity and Capital Resources

 

As of December 31, 2024, we had working capital surplus of $13,645 consisting of cash and cash equivalent of $397,476 as compared to working capital surplus of $21,848 and our cash and cash equivalent of $249,110 as of December 31, 2023.

 

Net cash generated from operating activities for the year ended December 31, 2024 was $182,699 as compared to net cash generated from operating activities of $45,295 for the year ended December 31, 2023. The increase in cash generated from operating activities are mainly resulted from the increase in other payables and accrued liabilities.

 

Net cash used in investing activity for the year ended December 31, 2024 was $105,258 as compared to net cash used in investing activity for the year ended December 31, 2023 were $372. The cash used in investing activities are mainly for purchase of plant and equipment.

 

Net cash generated from financing activity for the year ended December 31, 2024 was $68,306 as compared to net cash used in financing activity $15,890 for the year ended December 31, 2023. The net cash generated from / (used in) financing activity are mainly for the addition and repayment of finance lease.

 

The revenues generated from our current business operations alone was sufficient to fund our operations or planned growth. However, we will consider acquiring additional funding to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

 

Critical Accounting Policies and Estimates

 

Leases

 

The company determines if an arrangement is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our consolidated balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the consolidated balance sheet.

 

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ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. The company generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight -line basis over lease term. The Company adopted Public Bank Berhad’s base rate lending rate as a reference for discount rate.

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

Use of estimates

 

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Revenue recognition

 

In accordance with the Accounting Standard Codification Topic 605 “Revenue Recognition” (“ASC 605”), the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

 

Revenue from supplies of beauty products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sale return for the period reported.

 

Cost of revenues

 

Cost of revenues includes the purchase cost of retail goods for re-sale to customers and the 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.

 

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Shipping and handling fees

 

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.

 

Shipping and handling fees are expensed as incurred for the year ended December 31, 2024 were $321 while for the year ended December 31, 2023 were $5.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses are primarily comprised of salaries, travelling and accommodation fees such as petrol, toll and parking and shipping and handling fees.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Inventories

 

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income.

 

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
Plant and machinery  10 years

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in India, Singapore, Cambodia, Hong Kong and China which are amortized on a straight-line basis over a useful life of ten years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were no impairment losses recorded on intangible assets for the year ended December 31, 2024.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 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.

 

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ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia. The Company is subject to tax in these jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results of operations for the year ended December 31, 2024 and year ended December 31, 2023. The Company and its subsidiary are subject to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

 

Net profit per share

 

The Company calculates net profit per share in accordance with ASC Topic 260 “Earnings per share”. Basic profit per share is computed by dividing the net profit by the weighted average number of common shares outstanding during the period. Diluted profit per share is computed similar to basic profit 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 in Malaysia and Hong Kong maintain their books and record in their local currency, Ringgits Malaysia (“MYR”) 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 MYR 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 year ended December 31, 
   2024   2023 
         
Year-end MYR : US$1 exchange rate   4.47    4.59 
Year-average MYR : US$1 exchange rate   4.55    4.56 
Year-end HK$ : US$1 exchange rate   7.77    7.81 
Year-average HK$ : US$1 exchange rate   7.80    7.83 

 

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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 payable and accrued liabilities, and amount due to a director 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.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

 

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

 

Off-Balance Sheet Arrangements

 

As of December 31, 2024, 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.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements required by this item are located in PART IV of this Annual Report.

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosures Control and Procedures

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

  ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
     
  ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
     
  ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of December 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

Identified Material Weakness

 

A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

 

Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2024.

 

1. We do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.
   
2. We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.

 

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Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control—Integrated Framework issued by COSO.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

1. We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.
   
2. We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.
   
3. We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

 

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our executive officer’s and director’s and their respective ages as of the date hereof are as follows:

 

NAME   AGE   POSITION
Leong Ming Chia   42   Chief Executive Officer, President, Secretary, Treasurer, Director
Wong Sui Ting   52   Director

 

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

 

Leong Ming Chia - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director

 

Mr. Leong achieved an Advanced Diploma of Microelectronics & Physics from TAR College in 2003 as well as a Bachelor’s Degree of Microelectronics & Physics from Campbell University in 2005. In 2007 Mr. Leong joined Tradenex, which is a subsidiary of the Federation of Malaysian Manufacturers, as part of their sales and marketing department. Mr Leong was responsible for developing a marketing plan, overseeing the execution and evaluating the results across B2B, B2C and retail sales channels in order to enable inter-enterprise connectivity, communication and collaboration along the business value chain. From March 2009 onward Mr. Leong was appointed as a committee member of Cross Border Business Association in Hong Kong, promoting cross border trade and opportunities. Since January 2012 Mr. Leong joined DSwiss Sdn Bhd as a Business Development Advisor where Mr Leong developed a set of marketing tool and is bringing the company from traditional sales model to e-commerce model. In September 2015, Mr. Leong was also appointed as the chief executive officer and director of the Company.

 

On May 31, 2017, upon the resignation of Mr. Chua Lee Yee resignation as a Chief Financial Officer, Secretary, Treasurer and Director, Mr. Leong has taken over the position as a Chief Financial Officer, Secretary and treasurer along with existing position as the Chief Executive Officer, President and Director.

 

Mr. Leong’s experience in the marketing and business development have led the Board of Director to reach the conclusion that he should serve as a Director of the Company.

 

Wong Sui Ting - Director

 

Mr. Wong serves as a Director in the Company. Mr. Wong holds a Bachelor of Business (Accounting) from Monash University since year 1995. Also, he is an Associate Member of Malaysia Institute of Accountancy (MIA, Chartered Accountant) since 1999 and CPA Australia since 1998. Mr. Wong co-founded Qinetics Solutions Sdn Bhd in 2000 and acts as Chief Financial Officer since the establishment. He was tasked with overseeing and managing the overall financial affairs and operations of Qinetics, playing an active role in corporate decisions and strategies. In 2011, Mr. Wong co-founded and acts as Chief Executive Officer of Forum Digital Sdn Bhd. His responsibility in the company is to oversee the operation and in charge of business development of the company.

 

Mr. Wong’s experience in accounting and the financial industry, as well as his knowledge of business development, has led the Board of director to reach the conclusion that he should serve as the director of the Company. On May 31, 2017, Mr. Wong was appointed as the director of the Company.

 

Corporate Governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

 

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Committees of the Board

 

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 

Involvement in Certain Legal Proceedings

 

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

 

1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

 

23

 

 

Shareholder Proposals

 

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year ended December 31, 2024, for services rendered in all capacities to us.

 

Summary Compensation Table:

 

Name and Principal Position  Period   Salary ($)   Bonus ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Nonqualified Deferred Compensation Earnings
($)		   All Other Compensation ($)   Total ($) 
Leong Ming Chia, Chief Executive Officer,  For the year ended December 31, 2024    47,457    44,820    -    -    -    -    17,229    109,506 
President, Secretary, Treasurer, Director (1)  For the year ended December 31, 2023    39,439    9,311    -    -    -    -    6,338    55,088 
                                             
Wong Sui Ting,  For the year ended December 31, 2024    -    -    -    -    -    -    -    - 
Director (2)  For the year ended December 31, 2023    -    -    -    -    -    -    -    - 

 

(1) On September 8, 2015 Leong Ming Chia was appointed Chief Executive Officer, President and a member of our Board of Directors. On May 31, 2017, upon the resignation of Chua Lee Yee from the position of Chief Financial Officer, Treasurer, Secretary and Director, Leong Ming Chia replaced Chua Lee Yee as the Chief Financial Officer, Treasurer and Secretary of the company.
(2) On May 31, 2015 Wong Sui Ting was appointed as a member of our Board of Director.

 

24

 

 

Narrative Disclosure to Summary Compensation Table

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

 

Stock Option Grants

 

We have not granted any stock options to our executive officers since our incorporation.

 

Compensation of Directors

 

The table below summarizes all compensation of our directors as of December 31, 2024.

 

Name and Principal Position  Period   Salary ($)   Bonus ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($) 
Leong Ming Chia, Chief Executive Officer,  For the year ended December 31, 2024    47,457    44,820    -    -    -    -    17,229    109,506 
President, Secretary, Treasurer, Director (1)  For the year ended December 31, 2023    39,439    9,311    -    -    -    -    6,338    55,088 
                                             
Wong Sui Ting,  For the year ended December 31, 2024    -    -    -    -    -    -    -    - 
Director (2)  For the year ended December 31, 2023    -    -    -    -    -    -    -    - 

 

(1) On September 8, 2015 Leong Ming Chia was appointed Chief Executive Officer, President and a member of our Board of Directors. On May 31, 2017, upon the resignation of Chua Lee Yee from the position of Chief Financial Officer, Treasurer, Secretary and Director, Leong Ming Chia replaced Chua Lee Yee as the Chief Financial Officer, Treasurer and Secretary of the company.
(2) On May 31, 2015 Wong Sui Ting was appointed as a member of our Board of Director.

 

Employment Agreements

 

We do not have an employment or consulting agreement with any officers or Directors.

 

25

 

 

Compensation Discussion and Analysis

 

Director Compensation

 

Presently only Leong Ming Chia receives fee for his service as a member of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Executive Compensation Philosophy

 

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

 

Incentive Bonus

 

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 

Long-term, Stock Based Compensation

 

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

As of December 31, 2024, the Company has 206,904,585 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

 

The following table sets forth, as of December 31, 2024 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

 

Title of Class  Name of beneficial owner(i)  Shares of Common Stock Beneficially Owned   Percent of Class 
            
Common Stock  Leong Ming Chia (i), (ii), (iii)   62,906,493    30.40%
              
Common Stock  Wong Sui Ting (ii)   50,000    0.02%
              
   All of the officers and directors as a group (iv)   62,956,493    30.42%
              
5% Shareholders             
Common Stock  Greenpro Venture Capital Limited (i)   15,159,157    7.33%
Common Stock  Hew Yuen Foong (i)   33,000,000    15.95%
Common Stock  Teo Jen Jiang (i)   44,000,000    21.27%
Common Stock  Siow Kock Yong (i)   32,874,393    15.89%

 

26

 

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

 

(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (206,904,585 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2) Based on the total issued and outstanding shares of 206,904,585 as of the date of this Annual Report.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

 

Related Party Transactions

 

For the years ended December 31, 2024 and December 31, 2023, the Company has the following transactions with related party:

 

  

For the year

ended

December 31, 2024

(Audited)

  

For the year ended

December 31, 2023

(Audited)

 
Professional Fees          
- Related party A  $12,600   $13,001 
           
Sales          
- Related party B  $7,725   $48,366 
           
Purchases          
- Related party B  $8,236   $- 

 

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

 

The related party B’s director is the founder of the Company.

 

Review, Approval and Ratification of Related Party Transactions

 

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

 

27

 

 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

 

   For the Year Ended
December 31, 2024		   For the Year Ended
December 31, 2023		 
Audit fees  $25,200   $23,000 
Audit related fees   -    - 
Total  $25,200   $23,000 

 

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

 

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Financial Statements

 

The following are filed as part of this report:

 

Financial Statements

 

The following financial statements of DSwiss, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

 

  Page
   
Index to Financial Statements F-1
   
Report of Independent Registered Public Accounting Firm F-2
   
Financial Statements  
   
Consolidated Balance Sheets F-3
   
Consolidated Statements of Operations and Comprehensive Income F-4
   
Consolidated Statements of Changes in Stockholders’ Equity F-5
   
Consolidated Statements of Cash Flows F-6
   
Notes to Consolidated Financial Statements F-7 – F-20

 

(b) Exhibits

 

The following exhibits are filed or “furnished” herewith:

 

3.1   Articles of Incorporation**
     
3.2   Bylaws**
     
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 Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.8 (File No. 333-208083) on July 20, 2016.

 

28

 

 

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: March 31, 2025    
  By: /s/ Leong Ming Chia
  Title: President, Chief Executive Officer, Chief Finance Officer, Secretary, Treasurer, Director
   

Principal Executive Officer

Principal Financial Officer

 

29

 

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
Financial Statements  
   
Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheets F-3
   
Consolidated Statements of Operations and Comprehensive Income F-4
   
Consolidated Statements of Changes in Stockholders’ Equity F-5
   
Consolidated Statements of Cash Flows F-6
   
Notes to Consolidated Financial Statements F-7 - F-20

 

F-1
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders of DSwiss, Inc.

No. B-10-08, Vertical Business Suite,

Bangsar South City,

No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,

Malaysia

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of DSwiss, Inc. (“the Company”) as of December 31, 2023 and December 31, 2024 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the year ended of December 31, 2023 and December 31, 2024 and the related notes to consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2024, and the results of its operations and its cash flows for the year ended of December 31, 2023 and December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, as at December 31, 2024 the Company has suffered an accumulated deficit of $1,387,930. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

 

/s/ JP CENTURION & PARTNERS PLT  
JP CENTURION & PARTNERS PLT (PCAOB: 6723)  
We have served as the Company’s auditor since 2020.  
   
Kuala Lumpur, Malaysia  
Date: March 31, 2025  

 

F-2
 

 

DSWISS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024 and 2023

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

(Audited)

 

   2024   2023 
   As of December 31, 
   2024   2023 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents (including $137,152 and $130,925 of time deposits as of December 31, 2024 and December 31, 2023 respectively)  $397,476   $249,110 
Accounts receivables   74,648    36,148 
Other receivables, prepaid expenses, and deposit   22,188    24,532 
Tax recoverable   -    299 
Inventories   3,350    6,872 
           
Total current assets   497,662    316,961 
           
NON-CURRENT ASSETS          
Plant and equipment, net   136,767    48,105 
Intangible assets, net   1,401    2,427 
           
Total non-current assets   138,168    50,532 
           
TOTAL ASSETS  $635,830   $367,493 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payables (including $818 and $1,092 payable to a related party as of December 31, 2024 and December 31, 2023 respectively)  $153,045   $99,360 
Other payables and accrued liabilities (including $3,000 and $3,000 of general and administrative expenses payable to a related party as of December 31, 2024 and December 31, 2023 respectively)   302,347    174,714 
Finance lease liability   28,517    21,039 
Tax payable   108    - 
           
Total current liabilities   484,017    295,113 
           
NON-CURRENT LIABILITY          
Finance lease liability   77,777    15,965 
           
Total non-current liability   77,777    15,965 
           
TOTAL LIABILITIES  $561,794   $311,078 
           
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 and 206,904,585 shares issued and outstanding as of December 31, 2024 and 2023 respectively   20,690    20,690 
Additional paid-in capital   1,395,426    1,395,426 
Accumulated other comprehensive income   45,850    50,452 
Accumulated deficit   (1,387,930)   (1,410,153)
           
TOTAL STOCKHOLDERS’ EQUITY   74,036    56,415 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $635,830   $367,493 

 

See accompanying notes to consolidated financial statements.

 

F-3
 

 

DSWISS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

(Audited)

 

   2024   2023 
   For the year ended
December 31, 2024		   For the year ended
December 31, 2023		 
REVENUE (including $7,725 and $48,366 of revenue from a related party for the year ended December 31, 2024 and 2023 respectively)  $3,112,887   $1,470,071 
           
COST OF REVENUE (including $8,236 of purchases from a related party for the year ended December 31, 2024)   (2,489,616)   (1,110,846)
           
GROSS PROFIT   623,271    359,225 
           
OTHER INCOME   13,300    6,904 
           
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including $12,600 and $13,001 of general and administrative expenses to a related party for the year ended December 31, 2024 and 2023 respectively)   (603,720)   (367,647)
           
OPERATING EXPENSES   (1,203)   (1,342)
           
FINANCE COST   (1,547)   (2,919)
           
LEASE EXPENSES   -    (43,099)
           
PROFIT/(LOSS) BEFORE INCOME TAX  $30,101   $(48,878)
           
INCOME TAXES PROVISION   (7,878)   (657)
           
NET INCOME / (LOSS)   22,223    (49,535)
           
Other comprehensive income:          
- Foreign currency translation adjustment   (4,602)   56,298 
COMPREHENSIVE INCOME  $17,621   $6,763 
           
Net profit/(loss) per share- Basic and diluted   0.0001    (0.0002)
           
Weighted average number of common shares outstanding - Basic and diluted  $206,904,585   $206,904,585 

 

See accompanying notes to consolidated financial statements.

 

F-4
 

 

DSWISS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

(Audited)

 

  

Number of

shares

   Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

(LOSSES)/GAINS

   ACCUMULATED LOSSES  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
   COMMON STOCK   ADDITIONAL  

ACCUMULATED

OTHER

       NON-     
  

Number of

shares

   Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

(LOSSES)/GAINS

   ACCUMULATED LOSSES  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
Balance as of December 31, 2022   206,904,585    20,690    1,395,426    (5,846)   (1,324,002)   11,883    98,151 
Foreign currency translation adjustment   -    -    -    56,298    -    -    56,298 
Changes in ownership interests in an associate   -    -    -    -    (36,616)   (11,883)   (48,499)
Net loss   -    -    -    -    (49,535)   -    (49,535)
Balance as of December 31, 2023   206,904,585    20,690    1,395,426    50,452    (1,410,153)   -    56,415 
Foreign currency translation adjustment   -    -    -    (4,602)   -    -    (4,602)
Net profit   -    -    -    -    22,223    -    22,223 
                                    
Balance as of December 31, 2024   206,904,585    20,690    1,395,426    45,850    (1,387,930)   -    74,036 

 

See accompanying notes to consolidated financial statements

 

F-5
 

 

DSWISS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

(Audited)

 

   2024   2023 
   For the year ended
December 31, 2024		   For the year ended
December 31, 2023		 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income / (loss)  $30,101   $(48,878)
Adjustments to reconcile net income/(loss) to net cash generated from operating activities:          
Depreciation for plant and equipment   17,558    64,933 
Amortization for intangible assets   1,034    1,030 
Changes in operating assets and liabilities:          
Accounts receivables   (21,881)   26,440 
Accounts payables   32,386    25,180 
Inventories   3,704    329 
Other payables and accrued liabilities   124,128    22,967 
Other receivables, prepaid expenses, and deposit   2,996    (3,606)
Reduction in lease liability   -    (42,862)
Cash generated from operating activities  $190,026   $45,533 
Taxation paid   (7,470)   (238)
Net cash generated from operating activities  $182,556   $45,295 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of plant and equipment   (105,549)   (373)
Proceed from disposal of plant and equipment   291    1 
Net cash used in investing activities  $(105,258)  $(372)
           
CASH FLOWS FROM FINANCING ACTIVITY:          
Addition of finance lease   96,787    - 
Repayment of finance lease   (28,481)   (15,890)
Net cash generated from / (used in) financing activity  $68,306   $(15,890)
           
Effect of exchange rate changes on cash and cash equivalents   2,762    5,808 
           
Net change in cash and cash equivalents   148,366    34,841 
Cash and cash equivalents, beginning of year   249,110    214,269 
           
CASH AND CASH EQUIVALENTS, END OF YEAR  $397,476   $249,110 
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $7,470   $238 
Interest paid  $1,547   $406 

 

See accompanying notes to consolidated financial statements.

 

F-6
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

DSwiss, Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015.

 

DSwiss, Inc. operates through its wholly owned subsidiary, DSwiss Holding Limited, a Company organized under the laws of Seychelles.

 

The principal activity of the Company and its subsidiaries is to supply high-quality health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body.

 

We have historically conducted our business through DSwiss Sdn Bhd, a private limited liability company, incorporated in Malaysia. DSwiss Holding Limited, incorporated in Seychelles, is an investment holding company with 100% equity interest in DSwiss (HK) Limited, a company incorporated in Hong Kong, which subsequent hold 100% equity interest in DSwiss Sdn. Bhd. On August 31, 2015, DSwiss, Inc. was restructured to be the holding company parent to, and succeed to the operations of, DSwiss Holding Limited. The former unit holder of DSwiss Holding Limited became the unit holder of DSwiss, Inc. and DSwiss Holding Limited became a wholly-owned subsidiary of DSwiss, Inc. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues and expenses of DSwiss Holding Limited were carried over to and combined with DSwiss, Inc. at historical cost, and as if the transfer occurred at the beginning of the period. Prior periods have been retrospectively adjusted for comparative purposes.

 

We have invested in DSwiss Biotech Sdn Bhd, a Company incorporated in Malaysia, and owned 40% equity interest. 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  International trade in health care and beauty products  100%
                
3.  DSwiss Sdn Bhd  Malaysia,
March 10, 2011		  2 shares of ordinary share of RM 1 each  Supply of health care products  100%
                
4.  DSwiss Biotech Sdn Bhd  Malaysia,
March 17, 2016		  250,000 shares of ordinary share of RM 1 each  Research and development on biotechnology  100%

 

F-7
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

Business Overview

 

One of the leading one-stop ODM/OEM manufacturing companies, DSwiss is a premier biotech nutraceutical firm that offers premium healthcare, skincare, and personal care products. At DSwiss, we procure excellent and precise formulation using the finest natural ingredients, developing effective solutions with alluring favours in a variety of forms. DSwiss addresses a distinct demand in the market for a manufacturer who could ensure the quality of the ingredient sources and offer efficient one-stop service from raw material, product development, manufacturing and packaging.

 

Since our founding, we have experienced tremendous growth in Malaysia. We offer exceptional lifestyle solutions to consumers all over the world thanks to our over 10 years of continuous innovation and work in the health and beauty business. Our company’s Chief Executive Officer, Vincent Leong has led it with a strong hand, and as a result, our products are now consumed around the world, such as Malaysia, Singapore, Indonesia, Hong Kong, Australia, Taiwan, Macau, and China. With the help of our distributors, we have so far extended throughout Asia, and we are adamant about extending our geographic reach into untapped markets.

 

With a team of professionals at the helm, DSwiss is assured of providing the best products and attending client’s needs from consultations to products. To fulfil customer needs, we carry out research and development based on our philosophy of “creating beauty, health, and the ecosystem”. Our cutting-edge research and development team has always been exploring new product lines and integrating the most recent science and technology, which will enable us to produce more evidence-based, high-value added formulations and products and maintain our competitive position in the market.

 

With our extensive years of expertise in the OEM and ODM services industry, we offer comprehensive solutions to our customers. In addition to business consultancy, DSwiss offers useful guidance on current market trends as we all as marketing solutions and support to assist our clients’ business endeavours. Versatility and reliability are evidently the driving principles behind DSwiss, who manufactures products using high-grade ingredients and materials at every stage of research, development, and production.

 

As advocates of natural and high-quality active ingredients, we actively seek for and select the best ingredients, as we are dedicated to adhering to policies under rigorous quality control and assurance criteria, thereby maximizing the safety and efficacy of our products. We dedicate ourselves to maintaining the highest standard in our products in order to provide assurance and a continual commitment to producing high-quality products in accordance with the strict specifications and guidelines specified out by Ministry of Health (“MOH”) Malaysia. Each step of production process has quality control built in and implemented. We guarantee the highest quality product using precise production techniques and specialised equipment, promising ongoing improvements and enhancements based on customer feedback. DSwiss takes pride in offering the best results in customisable solutions for health supplements and beauty product manufacturing.

 

2. GOING CONCERN UNCERTAINTIES

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of December 31, 2024, the Company suffered an accumulated deficit of $1,387,930. The continuation of the Company as a going concern through December 31, 2024 is dependent upon improving the profitability and the continuing financial support from its major stockholders. Management believes the existing major shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

There is no assurance that the Company will able to maintain profitable in the future, which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated upon consolidation.

 

F-8
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

Use of estimates

 

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of six months or less as of the purchase date of such investments.

 

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
Plant and machinery  10 years

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in India, Singapore, Cambodia, Hong Kong and China which are amortized on a straight-line basis over a useful life of ten years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were no impairment losses recorded on intangible assets for the year ended December 31, 2024.

 

F-9
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

Leases

 

The company determines if an arrangement is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our consolidated balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the consolidated balance sheet.

 

ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. The company generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight -line basis over lease term. The Company adopted Public Bank Berhad’s base rate lending rate as a reference for discount rate.

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

Inventories

 

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Consolidated Statements of Operations and Comprehensive Income.

 

Revenue recognition

 

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 products are sold and accepted by the customers and there are no continuing obligations to the customer.

 

F-10
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

Cost of revenue

 

Cost of revenue includes the purchase cost of retail goods for re-sale to customers and packing materials (such as boxes). It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues.

 

Shipping and handling fees

 

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.

 

Selling and distribution expenses

 

Selling and distribution expenses are primarily comprised of travelling and accommodation, transportation fees such as petrol, toll and parking and shipping and handling fees.

 

Income taxes

 

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts much of its businesses activities in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

Net profit per share

 

The Company calculates net profit per share in accordance with ASC Topic 260 “Earnings per share”. Basic profit per share is computed by dividing the net profit by the weighted average number of common shares outstanding during the period. Diluted profit per share is computed similar to basic profit 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.

 

F-11
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

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 in Malaysia and Hong Kong maintain their books and record in their local currency, Ringgits Malaysia (“MYR”) 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 MYR 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 year ended
December 31,		 
   2024   2023 
         
Year-end MYR : US$1 exchange rate   4.47    4.59 
Year-average MYR : US$1 exchange rate   4.55    4.56 
Year-end HK$ : US$1 exchange rate   7.77    7.81 
Year-average HK$ : US$1 exchange rate   7.80    7.83 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Fair value of financial instruments:

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

F-12
 

 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

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.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Recently Adopted Accounting Standards

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

 

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

 

F-13
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

4. STOCKHOLDERS’ EQUITY

 

As of December 31, 2024 and 2023, the Company had a total of 206,904,585 and 206,904,585 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

5. PLANT AND EQUIPMENT

 

  

As of

December 31, 2024

  

As of

December 31, 2023

 
Computer and software  $104,318   $102,064 
Furniture and fittings   6,144    6,144 
Office equipment   23,314    21,525 
Motor vehicle   232,678    133,003 
Plant and machinery   4,028    2,865 
Total plant and equipment   370,482   $265,601 
Accumulated depreciation   (223,158)   (205,600)
Effect of translation exchange   (10,557)   (11,896)
Plant and equipment, net  $136,767   $48,105 

 

Depreciation expense for the year ended December 31, 2024 and December 31, 2023 were $17,558 and $21,833, respectively.

 

6. INTANGIBLE ASSETS

 

  

As of

December 31, 2024

  

As of

December 31, 2023

 
Trademarks  $12,077   $12,077 
Amortization   (10,228)   (9,194)
Effect of translation exchange   (448)   (456)
Intangible assets, net  $1,401   $2,427 

 

Amortization for the year ended December 31, 2024 and December 31, 2023 were $1,034 and $1,030, respectively.

 

7. OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 

   

As of

December 31, 2024

    

As of

December 31, 2023

  
Other receivables   $ 69     $ 5,460  
Prepaid expenses     1,839       1,932  
Deposits     20,280       17,140  
Total other receivables, prepaid expenses and deposits   $ 22,188     $ 24,532  

 

8. INVENTORIES

 

  

As of

December 31, 2024

  

As of

December 31, 2023

 
Finished goods, at cost  $3,350   $6,872 
Total inventories  $3,350   $6,872 

 

F-14
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

  

As of

December 31, 2024

  

As of

December 31, 2023

 
Other payables  $229,591   $114,964 
Accrued audit fees   13,611    30,207 
Accrued other expenses   47,524    15,222 
Accrued professional fees   11,621    14,321 
Total payables and accrued liabilities  $302,347   $174,714 

 

10. FINANCE LEASE LIABILITIES

 

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 third finance lease agreement commenced on December 21, 2024 with the effective interest rate of 3.70% per annum, due through November, 2029, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 

  

As of

December 31, 2024

  

As of

December 31, 2023

 
Finance leases  $118,440   $38,817 
Less: interest expense   (12,146)   (1,813)
Net present value of finance leases   106,294    37,004 
           
Current portion   28,517    21,039 
Non-current portion   77,777    15,965 
Total  $106,294   $37,004 

 

As of December 31, 2024, the maturities of the finance leases for each of the years are as follows:

 

      
2025   28,517 
2026   24,446 
2027   17,392 
2028   18,326 
2029   17,613 
Total  $106,294 

 

F-15
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

11. INCOME TAXES

 

For the year ended December 31, 2024 and year ended December 31, 2023, the local (United States) and foreign components of profit/(loss) before income taxes were comprised of the following:

 

  

For the year ended

December 31, 2024

  

For the year ended

December 31, 2023

 
         
Tax jurisdictions from:          
- Local  $(43,131)  $(51,974)
- Foreign, representing          
Seychelles   1,790    (3,207)
Hong Kong   3,269    (3,702)
Malaysia   68,173    10,005 
Profit/(Loss) before income tax  $30,101   $(48,878)

 

The provision for income taxes consisted of the following:

 

  

For the year ended

December 31, 2024

  

For the year ended

December 31, 2023

 
         
Current:          
- Local  $-   $- 
- Foreign   (7,878)   (657)
           
Deferred:          
- Local   -    - 
- Foreign   -    - 
           
Income tax expense  $(7,878)  $(657)

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company for the year ended December 31, 2024 and 2023.

 

  

For the year ended

December 31, 2024

  

For the year ended

December 31, 2023

 
Deferred tax assets:          
Net operating loss carry forwards          
-United States of America  $(119,124)  $(110,066)
-Seychelles   -    - 
-Hong Kong   (104,203)   (104,743)
-Malaysia   (22,099)   (31,143)
    (245,426)   (245,952)
Less: valuation allowance  $245,426   $245,952 
Deferred tax assets  $-   $- 

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its 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 December 31, 2024, the operations in the United States of America incurred $567,256 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 $119,124 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 December 31, 2024, the operations in the Hong Kong incurred $631,537 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 $104,203 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-16
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

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 December 31, 2024, the operations in the Malaysia incurred $147,324 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 $22,099 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.

 

12. CONCENTRATIONS OF RISKS

 

(a) Major customers

 

For the year ended December 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenue and its accounts receivable balance at year-end are presented as follows:

 

    For the year ended December 31  
    2024     2023     2024     2023     2024     2023  
    Revenue     Percentage of Revenue     Accounts Receivable, Trade  
Customer A   $ 464,642     $ -       15 %     - %   $ -     $ -  
Customer B   $ 525,253     $ -       17 %     - %   $ -     $ -  
Customer C   $ -     $ 263,195       - %     18 %   $ -     $ 35,247  
Customer D   $ -     $ 230,525       - %     16 %   $ -     $ -  
Customer E   $ -     $ 182,786       - %     12 %   $ -     $ -  
Customer F   $ 1,266,279     $ 494,182       41 %     33 %   $ -     $ -  
    $ 2,256,174     $ 1,170,688       73 %     79 %   $ -     $ 35,247  

 

(b) Major vendors

 

For the year ended December 31, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year-end are presented as follows:

 

   For the year ended December 31 
   2024   2023   2024   2023   2024   2023 
   Purchases   Percentage of Purchases   Accounts Payable, Trade 
Vendor A  $573,141   $-    23%   -%  $26,056   $- 
Vendor B  $266,333   $-    11%   -%  $67,354   $- 
Vendor C  $-   $163,262    -%   49%  $-   $5,984 
Vendor D  $920,628   $548,438    37%   15%  $15,494   $64,194 
Vendor E  $-   $164,854    -%   14%  $-   $22,008 
   $1,760,102   $876,554    71%   78%  $108,904   $92,186 

 

(c) Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(d) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of MYR and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

F-17
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

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$386,451, 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 5.40% adopted from Malayan Banking Berhad’s base lending rate as a reference for discount rate.

 

As of December 31, 2023, the tenancy agreement had expired, a new and fresh tenancy agreement for renewal term has yet to be executed. The lease on premises had continued on a month- to-month basis which is terminable by the end of each month.

 

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 initial recognition of operating lease right and lease liability as follow:

 

As of December 31, 2024, operating lease right of use asset as follow:

 

   Year ended December 31, 
   2024   2023 
As of January 1,  $-   $44,548 
Accumulated amortization   -    (43,099)
Effect of translation exchange   -    (1,449)
Balance as of December 31  $-   $- 

 

As of December 31, 2024, operating lease liability as follow:

 

As of January 1,   $ -  
Less: gross repayment     -  
Add: imputed interest     -  
Effect of translation exchange     -  
Balance as of December 31, 2024   $ -  
Less: lease liability current portion     -  
Lease liability non-current portion   $ -  

 

For the year ended December 31, 2024 and 2023, the amortization of the operating lease right of use asset are $0 and $43,099 respectively.

   Year ended December 31, 
   2024   2023 
         
Cash paid for amounts included in the measurement of lease liabilities:        - 
Operating cash flow from operating lease  $-   $42,862 
Right-of-use assets obtained in exchange for operating lease liabilities   -    - 
Remaining lease term for operating lease (years)   -    - 
Weighted average discount rate for operating lease   -%   5.40%

 

For the year ended December 31, 2024 and 2023, lease expenses were $0 and $43,099 respectively.

 

F-18
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

14. RELATED PARTY TRANSACTIONS

 

For the years ended December 31, 2024 and December 31, 2023, the Company has the following transactions with related party:

 

  

For the year ended

December 31, 2024

(Audited)

  

For the year ended

December 31, 2023

(Audited)

 
Professional Fees          
- Related party A  $12,600   $13,001 
           
Sales          
- Related party B  $7,725   $48,366 
           
Purchases          
- Related party B  $8,236   $- 

 

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

 

The related party B’s director is the founder of the Company.

 

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. The Company has two reportable segments based on business unit, investment holding and health care products and services and two reportable segments based on country, Malaysia and Non-Malaysia.

 

The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

 

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.

 

By Business Unit  Investment holding   Health care products and services   Total 
   For the year ended December 31, 2024 
By Business Unit  Investment holding   Health care products and services   Total 
             
Revenue  $-   $3,112,887   $3,112,887 
Cost of revenue   -    (2,489,616)   (2,489,616)
Gross profit   -    623,271    623,271 
Selling, general and administrative expenses and other income   (41,341)   (549,079)   (590,420)
Operating expenses   -    (1,203)   (1,203)
Finance cost   -    (1,547)   (1,547)
(Loss)/Profit from operations   (41,341)   71,442    30,101 
                
Total assets  $33,693   $602,137   $635,830 
Capital expenditure  $-   $105,549   $105,549 

 

By Country  Malaysia   Non-Malaysia   Total 
   For the year ended December 31, 2024 
By Country  Malaysia   Non-Malaysia   Total 
             
Revenue  $3,112,887   $-   $3,112,887 
Cost of revenue   (2,489,616)   -    (2,489,616)
Gross profit   623,271    -    623,271 
Selling, general and administrative expenses and other income   (553,551)   (36,869)   (590,420)
Operating expenses   -    (1,203)   (1,203)
Finance cost   (1,547)   -    (1,547)
Profit/(Loss) from operations   68,173    (38,072)   30,101 
                
Total assets  $551,949   $83,881   $635,830 
Capital expenditure  $105,549   $-   $105,549 

 

F-19
 

 

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

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

 

15. SEGMENTED INFORMATION (CONTINUED)

 

By Business Unit  Investment holding   Health care products and services   Total 
   For the year ended December 31, 2023 
By Business Unit  Investment holding   Health care products and services   Total 
             
Revenue  $-   $1,470,071   $1,470,071 
Cost of revenue   -    (1,110,846)   (1,110,846)
Gross profit   -    359,225    359,225 
Selling, general and administrative expenses and other income   (55,181)   (305,562)   (360,743)
Operating expenses   -    (1,342)   (1,342)
Finance cost   -    (2,919)   (2,919)
Lease expenses   -    (43,099)   (43,099)
(Loss)/Profit from operations   (55,181)   6,303    (48,878)
                
Total assets  $42,449   $325,044   $367,493 
Capital expenditure  $-   $373   $373 

 

By Country  Malaysia   Non-Malaysia   Total 
   For the year ended December 31, 2023 
By Country  Malaysia   Non-Malaysia   Total 
             
Revenue  $1,470,071   $-   $1,470,071 
Cost of revenue   (1,110,846)   -    (1,110,846)
Gross profit   359,225    -    359,225 
Selling, general and administrative expenses and other income   (303,202)   (57,541)   (360,743)
Operating expenses   -    (1,342)   (1,342)
Finance cost   (2,919)   -    (2,919)
Lease expenses   (43,099)   -    (43,099)
Profit/(Loss) from operations   10,005    (58,883)   (48,878)
                
Total assets  $300,499   $66,994   $367,493 
Capital expenditure  $373   $-   $373 

 

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 December 31, 2024 up through the date the Company issued the audited consolidated financial statements.

 

On January 2, 2025, DSwiss Sdn Bhd (subsidiary of the Company) entered into a contract rental agreement to rent an office in Malaysia for a period of 3 years commencing on March 1, 2025 with monthly payment in the amount of RM 12,000 per month over the course of the lease. The Company has an option to renew after the end of the agreement.

 

F-20