UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended September 30, 2021March 31, 2022

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________to _______________

 

Commission File Number 333-208083

 

DSwiss, Inc.

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

 

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

 

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

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

(Address of principal executive offices, including zip code)

 

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

 

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

 

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

 

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

YES ☒ NO ☐

 

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

YES ☐ NO

 

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

 

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

 

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

Yes ☐ No

 

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

 

Class Outstanding at September 30, 2021March 31, 2022
Common Stock, $.0001 par value 206,904,600206,904,585

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
PART IFINANCIAL INFORMATION 
ITEM 1.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: 
 Condensed Consolidated Balance Sheets as of September 30, 2021March 31, 2022 and December 31, 20202021F-2
 Condensed Consolidated Statements of Operations and Comprehensive Income for the NineThree Months Ended September 30,March 31, 2022 and 2021 and 2020F-3
 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the NineThree Months Ended September 30, 2021March 31, 2022F-4
 Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2022 and 2021 and 2020F-5
 Notes to the Condensed Consolidated Financial Statements

F-6 - F-15F-18

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS2-62-5
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK6
ITEM 4.CONTROLS AND PROCEDURES6
PART IIOTHER INFORMATION 
ITEM 1LEGAL PROCEEDINGS7
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS7
ITEM 3DEFAULTS UPON SENIOR SECURITIES7
ITEM 4MINE SAFETY DISCLOSURES7
ITEM 5OTHER INFORMATION7
ITEM 6EXHIBITS8
SIGNATURES9

 

1

 

DSWISS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 Page
Condensed Consolidated Financial Statements 
  
Condensed Consolidated Balance Sheets as of September 30, 2021March 31, 2022 and December 31, 20202021F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the NineThree Months Ended September 30, 2021March 31, 2022 and 20202021F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the NineThree Months Ended September 30, 2021March 31, 2022F-4
Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2022 and 2021 and 2020F-5
Notes to the Condensed Consolidated Financial Statements

F-6 - F-15F-18

 

F-1

 

PART I FINANCIAL INFORMATION

 

Item 1. Unaudited condensed consolidated financial statements:

 

DSWISS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2021,March 31, 2022 and December 31, 20202021

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

 

 September 30, 2021  

December 31,

2020

  

March 31,

2022

  

December 31,

2021

 
 Unaudited Audited  Unaudited Audited 
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents $195,032  $158,004  $229,083  $234,546 
Accounts receivable  143,397   9,146   112,864   2,053 
Other receivable, prepaid expenses and deposit  23,136   33,604 
Income tax receivables  714   434 
Other receivables, prepaid expenses and deposit  21,914   53,693 
Tax recoverable  2,746   814 
Inventories  28,792   37,995   18,702   17,131 
Total Current Assets  391,071   239,183   385,309   308,237 
                
NON-CURRENT ASSETS                
Property and equipment, net $40,303  $51,953 
Plant and equipment, net  86,232   92,970 
Intangible assets, net  5,022   5,565   4,222   4,498 
Operating lease right -of-use, net  11,497   47,653   80,211   92,606 
Total Non-Current Assets  56,822   105,171   170,665   190,074 
                
TOTAL ASSETS $447,893  $344,354  $555,974  $498,311 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
CURRENT LIABILITIES                
Accounts payable $35,117  $1,213  $18,799  $10,901 
Other payables and accrued liabilities  307,768   164,013   238,827   205,359 
Finance lease liability  16,777   16,697 
Amount due to a director  40,184   40,509 
Operating lease liability  11,772   48,114   44,907   45,270 
Amounts due to a director  45,124   155,437 
Finance lease liability  8,628   9,876 
Current tax liabilities  174   2,887   173   175 
Total Current Liabilities  408,583   381,540   359,667   318,911 
                
NON- CURRENT LIABILITIES                
Finance lease liability $25,775  $32,318   53,440   58,055 
Operating lease liability  35,304   47,336 
Total non-current liabilities  25,775   32,318   88,744   105,391 
                
TOTAL LIABILITIES $434,358  $413,858  $448,411  $424,302 
                
STOCKHOLDERS’ EQUITY                
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, NaN issued and outstanding  -   -   -   - 
Common stock, $0.0001 par value, 600,000,000 shares authorized, 206,904,600 and 206,904,600 shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively $20,690  $20,690 
Common stock, $0.0001 par value, 600,000,000 shares authorized, 206,904,585 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively $20,690  $20,690 
Additional paid-in capital  1,395,426   1,395,426   1,395,426   1,395,426 
Accumulated other comprehensive losses  (30,115)  (28,177)  (33,682)  (32,985)
Accumulated deficit  (1,383,091)  (1,483,170)  (1,278,803)  (1,309,711)
                
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY $2,910  $(95,231) $103,631  $73,420 
NON-CONTROLLING INTEREST  10,625   25,727   3,932   589 
TOTAL STOCKHOLDERS’ EQUITY  13,535   (69,504)  107,563   74,009 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $447,893  $344,354  $555,974  $498,311 

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

 

  2021  2020  2021  2020 
  Three months ended September 30,  Nine months ended September 30, 
  2021  2020  2021  2020 
  $  $  $  $ 
REVENUE  729,180   249,705   1,277,102   998,157 
                 
COST OF REVENUE  (573,129)  (158,019)  (970,026)  (735,351)
                 
GROSS PROFIT  156,051   91,686   307,076   262,806 
                 
OTHER INCOME  884   4,182   6,657   12,973 
                 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  (70,361)  (57,643)  (194,495)  (144,907)
                 
OPERATING EXPENSES  1   (19,527)  (695)  (64,914)
                 
FINANCE COST  (554)  1,219   (2,155)  (1,541)
                 
OTHER OPERATING EXPENSES  (11,190)  (30,829)  (32,407)  (67,444)
                 
PROFIT / (LOSS) BEFORE INCOME TAX  74,831   (10,912)  83,981   (3,027)
                 
INCOME TAX PROVISION  2,864   -   2,864   - 
                 
NET INCOME / (LOSS)  77,695   (10,912)  86,845   (3,027)
Non-Controlling Interest  9,184   2,555   13,234   (6,019)
Other comprehensive (loss)/income  -   -   -   - 
Foreign currency translation adjustment  (2,764)  (11,016)  (1,938)  7,836 
                 
TOTAL COMPREHENSIVE INCOME / (LOSS)  84,115   (19,374)  98,141   (1,211)
                 
NET INCOME/LOSS PER SHARE – BASIC AND DILUTED (Cent)  0.04   -   0.04   - 
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED  206,904,600   206,904,600   206,904,600   206,904,600 

  2022  2021 
  Three months ended March 31, 
  2022  2021 
REVENUE $447,637  $289,878 
         
COST OF REVENUE  (332,375)  (173,079)
         
GROSS PROFIT  115,262   116,799 
         
OTHER INCOME  4,684   1,963 
         
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  (72,339)  (70,911)
         
OPERATING EXPENSES  (440)  (178)
         
FINANCE COST  (2,029)  (459)
         
LEASE EXPENSES  (10,873)  (14,426)
         
OTHER OPERATING EXPENSES  -   - 
         
PROFIT BEFORE INCOME TAX  34,265   32,788 
         
TAXATION  -  - 
         
NET PROFIT $34,265   32,788 
Non-Controlling Interest  (3,357)  (8,924)
Other comprehensive income/(loss):        
- Foreign currency translation adjustment  (697)  302 
         
Comprehensive profit  30,211   24,166 
         
Net income per share- Basic and diluted  0.0001   0.0001 
         
Weighted average number of common shares outstanding – Basic and diluted  206,904,585   206,904,600 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(Unaudited)(unaudited)

Three Months Ended March 31, 2022 (Unaudited)

Nine months Ended September 30, 2021 (Unaudited)

 

  Number of shares  Amount  ADDITIONAL
PAID-IN
CAPITAL
  ACCUMULATED
COMPREHENSIVE
INCOME/(LOSS)
  

ACCUMULATED

(DEFICIT)

  NON-
CONTROLLING INTEREST
  TOTAL
EQUITY
 
  COMMON SHARES                
  Number of shares  Amount  ADDITIONAL
PAID-IN
CAPITAL
  ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
  

ACCUMULATED

(DEFICIT)

  NON-
CONTROLLING INTEREST
  TOTAL
EQUITY
 
Balance as of December 31, 2020
(audited)
  206,904,600   20,690   1,395,426   (28,177)  (1,483,170)  25,727   (69,504)
Foreign currency translation adjustment  -   -   -   (1,938)  -   (1,868)  (3,806)
Net profit for the period  -   -   -   -   100,079   (13,234  86,845 
Balance as of September
30, 2021
  206,904,600   20,690   1,395,426   (30,115)  (1,383,091)  10,625   13,535 
  

Number of

shares

  Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

(LOSS)

  

ACCUMULATED

(DEFICIT)

  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
  COMMON STOCK  ADDITIONAL  ACCUMULATED     NON-    
  

Number of

shares

  Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

(LOSS)

  

ACCUMULATED

(DEFICIT)

  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
Balance as of December 31, 2021 (audited)  206,904,585   20,690   1,395,426   (32,985)  (1,309,711)  589   74,009 
Foreign currency translation adjustment  -   -   -   (697)  -   (14)  (711)
Net profit  -   -   -   -   30,908   3,357   34,265 
Balance as of March 31, 2022 (unaudited)  206,904,585   20,690   1,395,426   (33,682)  (1,278,803)  3,932   107,563 

 

Three months Ended September 30, 2021 (Unaudited)

Three Months Ended March 31, 2021 (Unaudited)

 

  COMMON SHARES                
  Number of shares  Amount  ADDITIONAL
PAID-IN
CAPITAL
  

ACCUMULATED

OTHER
COMPREHENSIVE
LOSS

  

ACCUMULATED

(DEFICIT)

  NON-
CONTROLLING INTEREST
  TOTAL
EQUITY
 
Balance as of June
30, 2021
  206,904,600   20,690   1,395,426   (27,351)  (1,469,970)  19,854   (61,351)
Foreign currency translation adjustment  -   -   -   (2,764)  -    (45)  (2,809)
Net profit for the period  -   -   -   -    86,879   (9,184)   77,695 
Balance as of September 30, 2021  206,904,600   20,690   1,395,426   (30,115)  (1,383,091)  10,625   13,535 

Nine months Ended September 30, 2020 (Unaudited)
  COMMON STOCK  ADDITIONAL  ACCUMULATED     NON-    
  

Number of

shares

  Amount  

PAID-IN

CAPITAL

  

COMPREHENSIVE

(LOSS)

  

ACCUMULATED

(DEFICIT)

  

CONTROLLING

INTEREST

  

TOTAL

EQUITY

 
Balance as of December 31, 2020 (audited)  206,904,600   20,690   1,395,426   (28,177)  (1,483,170)  25,727   (69,504)
Foreign currency translation adjustment  -   -   -   302   -   (353)  (51)
Net loss  -   -   -   -   23,864   8,924   32,788 
Balance as of March 31, 2021 (unaudited)  206,904,600   20,690   1,395,426   (27,875)  (1,459,306)  34,298   (36,767)

 

  COMMON SHARES                
  Number of shares  Amount  ADDITIONAL
PAID-IN
CAPITAL
  ACCUMULATED
OTHER

COMPREHENSIVE
LOSS
  

ACCUMULATED

(DEFICIT)

  NON-
CONTROLLING INTEREST
  TOTAL
EQUITY
 

Balance as of December 31, 2019

  206,904,600   20,690   1,395,426   (34,564)  (1,490,845)  4,851   (104,442)
Foreign currency translation adjustment  -   -   -   7,836   -   587   8,423 
Net loss for the period  -   -   -   -   (9,046)  6,019   (3,027)

Balance as of September

30, 2020

  206,904,600   20,690   1,395,426   (26,728)  (1,499,891)  11,457   (99,046)

Three months Ended September 30, 2020 (Unaudited)

  COMMON SHARES                
  Number of shares  Amount  ADDITIONAL
PAID-IN
CAPITAL
  ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
  

ACCUMULATED

(DEFICIT)

  NON-
CONTROLLING INTEREST
  TOTAL
EQUITY
 
Balance as of June
30, 2020
  206,904,600   20,690   1,395,426   (15,712)  (1,491,534)  13,675   (77,455)
Foreign currency translation adjustment  -   -   -   (11,016)  -   337   (10,679)
Net loss for the period  -   -   -   -   (8,357)  (2,555)  (10,912)
Balance as of September 30, 2020  206,904,600   20,690   1,395,426   (26,728)  (1,499,891)  11,457   (99,046)

F-4

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2022 AND 2021 AND 2020

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

(Unaudited)

 

 2021  2020  2022  2021 
 Nine months ended September 30,  Three months ended March 31, 
 2021  2020  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES:             
Net profit / (loss) $86,845  $(3,027)
Adjustments to reconcile net loss to net cash used in operating activities:        
Net profit $34,265  $32,788 
Adjustments to reconcile net profit to net cash used in/- operating activities:        
Depreciation and amortization  48,469   46,966   18,374   20,793 
Amortization for intangible assets  518   780   258   - 
Waiver of accounts payable  -   (20,513)
Accounts receivable written-off  -   20,417 
Plant and equipment written-off  -   435 
Changes in operating assets and liabilities:                
Accounts payable  33,949   36,322   3,463   (790)
Accounts receivable  (134,594)  (21,564)  (110,828)  (80,655)
Other payables and accrued liabilities  161,819  (30,800)  62,652   8,839 
Lease liabilities  (34,537)  (33,303)
Inventories  7,777   (16,922)  (1,709)  4,955 
Amount due to director  (108,233)  25,581 
Prepayments, deposits & other receivables  3,413   52,615 
Cash generated from operations  65,426   56,987 
Tax refund  (2,690)  - 
Other receivables, prepaid expenses and deposits  3,223   5,810 
Reduction in lease liability  (11,652)  (11,828)
Cash used in operations  (1,954)  (20,088)
Tax paid  (297)  (340)  (2,121)  (107)
                
Net cash generated from operating activities  62,439   56,647 
Net cash used in operating activities  (4,075)  (20,195)
                
CASH FLOWS FROM INVESTING ACTIVITY:                
Purchase of property and equipment  (4,399)  (1,984)
Purchase of plant and equipment  (1,495)  - 
Net cash used in investing activity  (4,399)  (1,984)  (1,495)  - 
                
CASH FLOWS FROM FINANCING ACTIVITY:        
CASH FLOWS FROM FINANCING ACTIVITIES:        
Advance from directors  -   416 
Repayment of finance lease  (6,208)  (5,956)  (3,935)  (2,124)
Net cash used in financing activity  (6,208)  (5,956)
Net cash used in financing activities  (3,935)  (1,708)
                
Effect of exchange rate changes  (14,804)  7,673 
Effect of exchange rate changes on cash and cash equivalent  4,042   (8,673)
                
Net increase in cash and cash equivalents  37,028   56,380 
Net decrease in cash and cash equivalents  (5,463)  (30,576)
Cash and cash equivalents, beginning of period  158,004   48,353   234,546   158,004 
CASH AND CASH EQUIVALENTS, END OF PERIOD $195,032  $104,733  $229,083  $127,428 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Income taxes paid $297  $340  $(2,751) $(540)
Interest paid $2,155  $1,541  $(442) $(459)

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

DSwiss, Inc. is organized as a Nevada limited liability company, incorporated on May 28, 2015. For the purposes of financial statement presentation, DSwiss, Inc. and its subsidiaries are herein referred to as “the Company” or “we”. The principal activity of the Company is premier biotech-nutraceutical, beauty supplies, and its subsidiaries is to supply high qualitymedical consumables supplies. The Company sells medical consumable supplies, food supplements, skincare, and other related beauty products directly to clients through wholly owned subsidiaries. in Malaysia and around the ASEAN region. We are globally recognized Turnkey Private Label Manufacturing Services for nutraceutical and skincare OEM/ODM products.

Our beauty supplies include, but are not limited to, beverages to assist in weight loss, anti-aging cream,professionals manage from custom formulation of scientifically proven and products designed to improve the overall healthnaturally effective, sourcing raw materials, production, quality control, stability, and wellness of clients.safety test, clinical testing by third-party labs, packaging, and shipping, including import and export.

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

 

The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at September 30,March 31, 2022 and 2021 and 2020 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2020.2021. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30,March 31, 2022 and 2021 and 2020 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 20202021 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2020.2021.

 

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 100100%% equity interest in DSwiss (HK) Limited, a company incorporated in Hong Kong, which subsequent hold 100100%% 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 4040%% equity interest.

 

The Company, through its subsidiaries and its variable interest entities (“VIEs”), mainly supplies high quality beauty products. Details of the Company’s subsidiaries and associates:

SCHEDULE OF VARIABLE INTEREST ENTITY

 Company name Place and date of incorporation Particulars of issued
capital
 Principal activities Proportional of ownership interest
and voting power
held
  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% DSwiss Holding Limited  Seychelles, May 28, 2015  1 share of ordinary share of US$1 each  Investment holding  100%
                      
2. DSwiss (HK) Limited Hong Kong,
May 28, 2015
 1 share of ordinary share of HK$1 each Supply of medical, health and beauty products  100% DSwiss (HK) Limited  Hong Kong,May 28, 2015  1 share of ordinary share of HK$1 each  Supply of beauty products  100%
                      
3. DSwiss Sdn Bhd Malaysia,
March 10, 2011
 2 shares of ordinary share of RM 1 each Supply of medical, health and beauty products  100% DSwiss Sdn Bhd  Malaysia, March 10, 2011  2 shares of ordinary share of RM 1 each  Supply of beauty products  100%
                      
4. DSwiss Biotech Sdn Bhd Malaysia,
March 17, 2016
 250,000 shares of ordinary share of RM 1 each Supply of biotech products  40% DSwiss Biotech Sdn Bhd(1)  Malaysia, March 17, 2016  250,000 shares of ordinary share of RM 1 each  Supply of biotech products  40%

 

(1) Based on the contractual arrangements between the Company and other investors, the Company has the power to direct the relevant activities of these entities unilaterally, and hence the Company has control over these entities.

 

F-6

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

2. GOING CONCERN UNCERTAINTIESSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

 

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

As of September 30, 2021,reflected in the accompanying financial statements, for the period ended March 31, 2022, the Company suffered an accumulated deficit of $1,383,091 1,278,803and having net current liabilitiesnegative operating cash flow of $17,5124,075for period ended September 30, 2021. The continuation of. These factors raise substantial doubt about the CompanyCompany’s ability to continue as a going concern through September 30, 2021within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving theits profitability and the continuing financial support from its major stockholders.shareholders. Management believes the existing major shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

These and other factors raise substantial doubt about No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company’s abilityCompany. Even if the Company is able to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effectsobtain additional financing, if needed, it may contain undue restrictions on the recoverability and classification of assets or the amounts and classification of liabilities that may resultits operations, in the Company not being able to continue as a going concern.case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

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

 

Basis of consolidation

 

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

 

Use of estimates

 

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

 

Revenue recognition

 

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

 

Revenue from trading of retail goods is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are delivered tocollected by the customers.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. The Company also provides lab test services as another source of revenue.Generally, the Company recognizes revenue when productsOEM, Home brand and medical consumables product are sold and accepted by the customers and there are no continuing obligations to the customer.

 

Cost of revenue

 

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

 

Shipping and handling fees

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses. Shipping and handling fees are expensed as incurred for the three months ended March 31, 2022 were $29, while for the three months ended March 31, 2021 were $717.

 

F-7

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

Selling and distribution expenses

 

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

 

Cash and cash equivalents

 

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

 

Inventories

 

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

 

PropertyPlant and equipment

 

PropertyPlant 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:

 SUMMARY OF PROPERTY AND EQUIPMENT USEFUL LIFE

ClassificationEstimated useful lives
Computer and software5 years
Furniture and fittings5 years
Office equipment10 years
Motor vehicle5 years

 

Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Malaysia and Hong Kong, China, and Malaysia, which are amortized on a straight-line basis over a useful life of fiveten 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 ninethree months ended September 30, 2021.March 31, 2022.

 

Leases

 

Prior to November 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases.Leases. Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods.periods (see Note 14)10).

 

Income taxes

 

IncomeThe provision of income taxes areis determined in accordance with the provisions of ASC Topic 740, Income Taxes“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.

 

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 majormuch of its businesses activities in Malaysia. The CompanyHong Kong and is subject to tax in these jurisdictions.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 authority.authorities.

 

F-8

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

Net incomeincome/(loss) per share

 

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

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s subsidiaries and VIEs in Malaysia and Hong Kong maintains their books and record in their local currency, Ringgits Malaysia (“RM”) and Hong Kong Dollars (“HK$”) respectively, which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

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

 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

 As of and for the nine months ended
September 30,
  As of and for the three months ended
March 31,
 
 2021 2020  2022 2021 
          
Period-end RM : US$1 exchange rate  4.19   4.16   4.21   4.14 
Period-average RM : US$1 exchange rate  4.12   4.22   4.20   4.07 
Period-end HK$ : US$1 exchange rate  7.79   7.75   7.83   7.76 
Period-average HK$ : US$1 exchange rate  7.77   7.76   7.81   7.77 
Period-end RMB : US$1 exchange rate  6.46   6.79 
Period-average RMB : US$1 exchange rate  6.47   6.99 

 

F-9

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

Related parties

 

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

 

Fair value of financial instruments:instruments:

 

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

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the ninethree months ended September 30, 2020,March 31, 2022, the Company operates in four3 reportable operating segmentssegment in Malaysia China and Hong Kong.

 

Recent accounting pronouncements

FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

F-10

 

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

4.3. VIE STRUCTURE AND ARRANGEMENTS

 

On June 27, 2016, DSwiss (HK) Limited (“DSHK”) entered into a Management Services Agreement (the “Management Services Agreement I”) which entitles DSHK to substantially entitled to all of the economic benefits of DSwiss Biotech Sdn Bhd (“DSBT”) in consideration of services provided by DSHK to DSBT. Pursuant to the Management Services Agreement I, DSHK has the exclusive right to provide to DSBT management, financial and other services related to the operation of DSBT’s business, and DSBT is required to take all commercially reasonable efforts to permit and facilitate the provision of the services provided by DSHK. As compensation for providing the services, DSHK is entitled to receive a fee from DSBT, upon demand, equal to 100100%% of the annual net profits of DSBT during the term of the Management Services Agreement I. DSHK may also request, on ad hoc basis, quarterly payments of the aggregate fee, which payments will be credited against DSBT’s future payment obligations.

 

The Management Services Agreement I also provideprovides DSHK, or its designee, with a right of first refusal to acquire all or any portion of the equity of DSBT upon any proposal by the sole shareholder of DSBT to transfer such equity. In addition, at the sole discretion of DSHK, DSBT is obligated to transfer to DSHK, or its designee, any part or all of the business, personnel, assets and operations of DSBT which may be lawfully conducted, employed, owned or operated by DSHK, including:

 

(a) business opportunities presented to, or available to DSBT may be pursued and contracted for in the name of DSHK rather than DSBT, and at its discretion, DSHK may employ the resources of DSBT to secure such opportunities;

 

(b) any tangible or intangible property of DSBT, any contractual rights, any personnel, and any other items or things of value held by DSBT may be transferred to DSHK at book value;

 

(c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by DSHK by acquisition, lease, license or otherwise, and made available to DSBT on terms to be determined by agreement between DSHK and DSBT;

 

(d) contracts entered into in the name of DSBT may be transferred to DSHK, or the work under such contracts may be subcontracted, in whole or in part, to DSHK, on terms to be determined by agreement between DSHK and DSBT; and

 

(e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of DSHK, and in the name of and at the expense of, DSHK; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of DSHK) or adversely affecting any license, permit or regulatory status of DSBT.

 

In addition, DSHK entered into certain agreements with Jervey Choon, (the “DSBT shareholder”), including

 

(i)a Call Option Agreement allowing DSHK to acquire the shares of DSBT as permitted by Malaysia laws;
  
(ii)a Shareholders’ Voting Rights Proxy Agreement that provides DSHK with the voting rights of the DSBT; and
  
(ii)an Equity Pledge Agreement that pledges the shares in DSBT.

 

This VIE structure provides DSHK, a wholly-owned subsidiary of DSwiss Holding Limited, which is the wholly-owned subsidiary of DSwiss Inc, with control over the operations and benefits of DSBT without having a direct equity ownership in DSBT.

 

F-11

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

 

5.4. STOCKHOLDERS’ EQUITY

 

As of September 30, 2021,March 31, 2022, the Company had a total of 206,904,600206,904,585 of its common stock issued and outstanding. There are 0shares of preferred stock issued and outstanding.

 

6.5. PROPERTYPLANT AND EQUIPMENT

 SCHEDULE OF PLANT AND EQUIPMENT

 September 30, 2021  December 31, 2020  

March 31,

2022

  

December 31,

2021

 
Computers and software $98,757  $96,508 
Computer and software $103,545  $102,050 
Furniture and fittings  6,144   6,144   6,144   6,144 
Office equipment  13,118   11,113   13,126   13,126 
Motor vehicles  79,054   79,054 
Total property and equipment $197,072  $192,819 
Motor vehicle  133,003   133,003 
Total plant and equipment $255,818  $254,323 
Accumulated depreciation  (152,627)  (138,371)  (164,606)  (157,105)
Effect of translation exchange  (4,143)  (2,495)  (4,980)  (4,248)
Property and equipment, net $40,303  $51,953 
Plant and equipment, net $86,232  $92,970 

 

Depreciation expense for the three months and nine months ended September 30,March 31, 2022 and 2021 were $4,715 and $14,100 respectively.

Depreciation expense for the three months and nine months ended September 30, 2020 were $4,7387,501 and $13,9904,774 respectively.

 

7.6. INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

 September 30, 2021  December 31, 2020  

March 31,

2022

  

December 31,

2021

 
Trademarks $12,077  $12,077  $12,077  $12,077 
Amortization  (6,619)  (6,101)  (7,393)  (7,135)
Effect of translation exchange  (436)  (411)  (462)  (444)
Intangible assets, net $5,022  $5,565  $4,222  $4,498 

 

Amortization for the three months ended March 31, 2022 and nine months ended September 30,March 31, 2021 waswere $0 and $518 respectively.

Amortization for the three months and nine months ended September 30, 2020 was $260258 and $7800, respectively.

 

8.7. OTHER RECEIVABLE,RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

 September 30, 2021  

December 31, 2020

  

March 31,

2022

  

December 31,

2021

 
Prepaid expenses $973  $1,470  $1,388  $977 
Deposits  22,163   32,134   20,526   52,716 
Total prepaid expenses and deposits $23,136  $33,604  $21,914  $53,693 

8. INVENTORIES

SCHEDULE OF INVENTORIES

  

March 31,

2022

  

December 31,

2021

 
Finished goods, at cost $18,702  $17,131 
Total inventories $18,702  $17,131 

 

9. INVENTORIES

SCHEDULE OF INVENTORIES

  September 30, 2021  December 31, 2020 
Finished goods, at cost $28,792  $37,995 
Total inventories $28,792  $37,995 

10. OTHER PAYABLES AND ACCRUED LIABILITIES

 SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

  September 30, 2021  December 31, 2020 
Other payables $276,480  $120,521 
Accrued audit fees  12,027   18,831 
Accrued other expenses  15,634   20,911 
Accrued professional fees  3,627   3,750 
Total payables and accrued liabilities $307,768  $164,013 

  

March 31,

2022

  

December 31,

2021

 
Other payables $184,025  $164,529 
Accrued audit fees  25,674   21,342 
Accrued other expenses  17,735   14,136 
Accrued professional fees  11,393   5,352 
Total payables and accrued liabilities $238,827  $205,359 

 

F-12

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

11.10. FINANCE LEASE LIABILITY

 

The Company purchased a motor vehicle under avehicles with finance lease. The first finance lease agreement commenced on July 31, 2018 with the effective interest rate of 3.73%3.62% per annum, due through June, 2025, with principal and interest payable monthly.monthly. The second finance lease agreement commenced on December 3, 2021 with the effective interest rate of 3.70% per annum, due through November, 2026, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 SCHEDULE OF OBLIGATION UNDER FINANCE LEASE

        
 As of As of  As of March 31, As of December 31, 
 September 30, 2021  December 31, 2020  2022  2021 
Finance lease $37,285  $46,490  $76,186  $81,676 
Less: interest expense  (2,882)  (4,296)  (5,969)  (6,924)
Net present value of finance lease  34,403   42,194   70,217   74,752 
                
Current portion  8,628   9,876   16,777   16,697 
Non-current portion  25,775   32,318   53,440   58,055 
Total $34,403  $42,194  $70,217  $74,752 

 

As of September 30, 2021March 31, 2022 the maturities of the finance lease for each of the years are as follows:

 SCHEDULE OF MATURITIES OF FINANCE LEASE

        
2021  2,120 
2022  8,728   11,842 
2023  9,129   17,306 
2024  9,530   18,048 
2025  4,896   13,777 
2026  9,244 
Total $34,403  $70,217 

 

11. AMOUNT DUE TO A DIRECTOR

As of March 31, 2022 and December 31, 2021, a director of the Company advanced $40,184 and $40,509, respectively to the Company, which is unsecured, interest-free with no fixed repayment term, for working capital purpose.

F-13

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

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

(UNAUDITED)

12. INCOME TAXES

 

For the ninethree months ended SeptemberMarch 2022 and 2021, and 2020, the local (United States) and foreign components of income/(loss)profit before income taxes were comprised of the following:

 SCHEDULE OF COMPONENTS OF INCOME LOSS BEFORE INCOME TAXES

      
 2021  2020  

For the three

months ended

March 31, 2022

  

For the three

months ended

March 31, 2021

 
          
Tax jurisdictions from:                
- Local $(25,073) $(47,122) $(8,742) $(4,024)
- Foreign, representing                
Seychelles  (1,427)  (1,593)  (453)  (1,500)
Hong Kong  (4,567)  (1,879)  (947)  (1,841)
Malaysia  117,912   40,861   44,407   40,153 
PRC  -   6,706 
Profit / (Loss) before income tax $86,845  $(3,027)
        
Profit before income tax $34,265  $32,788 

 

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

  2021  2020 
Current:        
- Local $-  $- 
- Foreign  2,864   - 
         
Deferred:        
- Local  -   - 
- Foreign  -   - 
         
Income tax expense $2,864  $- 

For the three

months ended

March 31, 2022

For the three

months ended

March 31, 2021

Current:
- Local$-$-
- Foreign--
Deferred:
- Local--
- Foreign--
Income tax expense$-$-

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Seychelles, Hong Kong Malaysia and PRCMalaysia 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 September 30, 2021,March 31, 2022, the operations in the United States of America incurred $410,622437,720 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 $86,23191,921 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 September 30, 2021,March 31, 2022, the operations in the Hong Kong incurred $626,782 628,099of 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 $103,419 103,636against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Malaysia

 

DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 17% to 24% on its assessable income. As of September 30, 2021,March 31, 2022, the operations in the Malaysia incurred $354,782228,392 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 17%. The Company has provided for a full valuation allowance of $60,31338,826 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-13F-14

 

DSWISS, INC.

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

(UNAUDITED)

13. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 SCHEDULE OF CONCENTRATIONS OF RISKS

(a) Major customers

 

For three months ended September 30,March 31, 2022 and 2021, and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 SCHEDULE OF CONCENTRATIONS OF RISKS

  2021  2020  2021  2020  2021  2020 
  Revenues  Percentage of
revenues
  

Accounts

receivable, trade

 
                   
Customer A $448,788  $120,988   61%  49% $-   - 
Customer B $-  $64,637   -%  26% $-   - 
Customer C $-  $-   -%  -% $-   - 
Customer D $135,382  $-   19%  -% $72,465   - 
  $584,170  $185,625   80%  75% $72,465   - 

For nine months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 2021 2020 2021 2020 2021 2020  2022  2021  2022  2021  2022  2021 
 Revenues Percentage of
revenues
 Accounts
receivable, trade
  Revenue  Percentage of
revenue
  Accounts receivable 
                          
Customer A $723,743  $293,377   57%  29% $-       -  $-  $34,445   -%  12% $-  $4,639 
Customer B $- $120,988 -% 12% $- -  $71,675  $173,379   16%  60% $-  $75,962 
Customer C $- $115,068 -% 11% $- -  $101,959  $44,513   23%  15% $50,852  $- 
Customer D $267,912 $- 21% - $72,465 -  $82,148  $100   18%  % $-  $- 
Customer E $58,037  $-  13%  -% $36,037  $- 
 $991,655 $529,433  78%  52% $72,465  -  $313,819  $252,437   70%  87% $86,619   80,601 

 

(b) Major vendors

 

For three months ended September 30,March 31, 2022 and 2021, and 2020, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows:

 

  2021  2020  2021  2020  2021  2020 
  Purchases  Percentage of
purchases
  

Accounts

payable, trade

 
                   
Vendor A $-  $21,309   -%  13% $-   - 
Vendor B $252,888  $20,480   43%  13% $15,396   - 
Vendor C $-  $17,994   -%  11% $-   - 
  $252,888  $59,783   43%  37% $15,396   - 

For nine months ended September 30, 2021 and 2020, the vendors who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

 2021  2020  2021  2020  2021  2020  2022  2021  2022  2021  2022  2021 
 Purchases  Percentage of
purchases
  

Accounts

payable, trade

  Purchase  Percentage of
purchase
  Accounts payable 
                          
Vendor A $-  $207,732   -%  28% $-   -  $-  $16,915   -%  10% $-   - 
Vendor B $505,129  $122,841   53%  16% $15,396   -  $104,929  $129,422   31%  77% $-   - 
Vendor C $-  $105,953   -%  14% $-   -  $57,071  $-   17%  -% $-   - 
Vendor D $72,290  $-   22%  -% $6,568   - 
 $505,129  $436,526   53%  58% $-   -                         
 $234,290  $146,337   70%  87% $6,568   - 

 

All vendors are located in Malaysia.

 

(c) Credit risk

 

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

 

(d) Exchange rate risk

 

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

 

F-14F-15

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINETHREE MONTHS ENDED SEPTEMBER 30, 2021MARCH 31, 2022

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

(UNAUDITED)

14. 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, 2019,2022, the Company recognized approximately US$136,30892,606, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2019,2022, with discounted rate of 4.475.4% adopted from Public Bank Berhad’s base lending rate as a reference for discount rate.

 

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

 

The operating lease right and lease liability as follow:

 

As of September 30,March 31, 2022 and December 31, 2021, operating lease right of use asset as follow:

SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

Right-Of-Use Assets    
As of January 1, 2021 $47,653 
Amortization for the three months ended March 31, 2021  (11,744)
Foreign exchange translation  (480)
Balance as of March 31, 2021 $35,429 
Amortization for the three months ended June 30, 2021  (11,875)
Foreign exchange translation  (500)
Balance as of June 30, 2021 $23,054 
Amortization for the three months ended September 30, 2021  (11,366)
Foreign exchange translation  (191)
Balance as of September 30, 2021 $11,497 
  As of March 31, 2022  As of December 31, 2021 
As of beginning of the period/year $92,606  $47,653 
Add: New lease commenced on 1 January 2022  -  92,606 
Accumulated amortization  (10,873)  (46,571)
Effect of translation exchange  (1,522)  (1,082)
Balance as of end of the period/year $80,211  $92,606 

 

For the three months ended September 30,As of March 31, 2022 and December 31, 2021, and 2020, the amortization of the operating lease right of use asset are $11,36610,873 and $11,20844,486 respectively.

F-16

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

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

(UNAUDITED)

 

As of September 30, 2021,March 31, 2022, operating lease liability as follow:

 SCHEDULE OF OPERATING LEASE LIABILITY

Lease Liability    
As of January 1, 2021 $48,114 
Imputed interest  447 
Gross repayment  (12,241)
Foreign exchange translation  (34)
Balance as of March 31, 2021 $36,286 
Imputed interest  311 
Gross repayment  (12,114)
Foreign exchange translation  (874)
Balance as of June 30, 2021 $23,609 
Imputed interest  177 
Gross repayment  (12,014)
Foreign exchange translation  (1)
Balance as of September 30, 2021  11,772 
Less: lease liability current portion  11,772 
As of January 1, 2022 $92,606 
Less: gross repayment  (12,002)
Add: imputed interest  1,129 
Effect of translation exchange  (1,522)
Balance as of March 31, 2022 $80,211 
Less: lease liability current portion  (44,907)
Lease liability non-current portion $35,304 

 

Maturities of operating lease obligation as follow:

 SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending      
December 31, 2021   11,772 
December 31, 2022  44,907 
December 31, 2023  35,304 
Total  $11,772  $80,211 

 

Other information:

 SCHEDULE OF OPERATING LEASE OTHER INFORMATIONCOST

  Year ended September 30, 2021  Year ended December 31, 2020 
  (Unaudited)  (Unaudited) 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flow from operating lease $34,369  $45,312 
Right-of-use assets obtained in exchange for operating lease liabilities  11,497   48,114 
Remaining lease term for operating lease (years)  0.25   1 
Weighted average discount rate for operating lease  4.47%  4.47%

  As of March 31, 2022  As of December 31, 2021 
  (unaudited)  (audited) 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flow from operating lease $10,873  $44,486 
Right-of-use assets obtained in exchange for operating lease liabilities  44,907   45,270 
Remaining lease term for operating lease (years)  2   - 
Weighted average discount rate for operating lease  5.4%  4.47%

 

Lease expenses were $34,369 for the period ended September 30,As of March 31, 2022 and December 31, 2021, respectively while lease expenses were $45,312 10,873 and $44,486for the year ended December 31, 2020. respectively.

15. RELATED PARTY TRANSACTIONS

For the period ended September 30, 2021March 31, 2022 the Company has the following transactions with related party:

SCHEDULE OF RELATED PARTY TRANSACTION

 

For the period ended

September 30,

2021

(Unaudited)

 

For the period ended

September 30,

2020

(Unaudited)

  For the period ended March 31, 2022 (Unaudited) For the period ended March 31, 2021 (Unaudited) 
Professional Fees:                
- Related party A $8,000  $15,700  $1,500  $1,500 
                
Sales                
- Related party B $267,912  $

 -

  $101,959  $44,513 
- Related party C  12,953   -   3,504   - 
- Related party D  8,364   -   -   13,255 
                
Total $297,229  $15,700  $106,963  $59,268 

The related party A, is a wholly owned subsidiary of a 7.337.33%% shareholder of the Company.

 

The relatedrelated party B’s director and shareholder is the founder of the Company.

 

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

 

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

 

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

16. GOING CONCERNSEGMENTED INFORMATION

 

As of September 30, 2021,ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company suffered an accumulated deficit of $1,383,091 Company’s internal organization structure as well as information about services categories, business segments and having net current liabilities of $17,512for period ended September 30, 2021. The continuationmajor customers in financial statements. In accordance with the “Segment Reporting” Topic of the CompanyASC, 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 going concern through September 30, 2021 is dependent upon improving the profitabilitymanagement 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 continuingcountries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

F-17

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

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

(UNAUDITED)

The Company had no inter-segment sales for the periods presented. Summarized financial support from its major stockholders. Management believes the existing major shareholders or external financing will provide the additional cash to meetinformation concerning the Company’s obligationsreportable segments is shown as they become due.

below:

 

By Geography*:

SCHEDULE OF REPORTABLE SEGMENTS

   *   *   *   *   * 
  For the period ended March 31, 2022 
  Nevada  Seychelles  Hong Kong  Malaysia  Total 
                
Revenues $-  $-  $-  $447,637  $447,637 
Cost of revenues  -   -   -   (332,375)  (332,375)
Depreciation and amortization  -   -   (258)  (18,116)  (18,374)
Net income before taxation  (8,742)  (453)  (947)  44,407   34,265 
                     
Total assets $7,204  $6,397  $15,810  $526,563  $555,974 

   *   *   *   *   * 
  For the period ended March 31, 2021 
  Nevada  Seychelles  Hong Kong  Malaysia  Total 
                
Revenues $-  $-  $-  $289,878  $289,878 
Cost of revenues  -   -   -   (173,079)  (173,079)
Depreciation and amortization  -   -   -   (20,793)  (20,793)
Net income before taxation  (4,024)  (1,500)  (1,841)  40,153   32,788 
                     
Total assets $7,366  $6,552  $13,450  $335,466  $362,834 

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

17. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2021March 31, 2022 up through the date the Company issued the consolidated financial statements.

18. SIGNIFICANT EVENTS

 

During the fiscal year,On January 30, 2020, the World Health Organization declared(“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the Coronavirus (COVID-19)risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak to beas a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets wherebased on the Company operates.rapid increase in exposure globally.

 

The Company considers thisfull impact of the COVID-19 outbreak as non-adjusting-events. The consequences brought about by Covid-19 continuecontinues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and whilst the Companyfuture results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and managingworkforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, to respond to these changes,financial condition, or liquidity for the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.period ended March 31, 2022.

F-15F-18

 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 20202021 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

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

 

Company Overview

 

DSwiss, Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015. DSwiss Holding Limited owns 100% of DSwiss (HK) Limited, a Hong Kong Company, which owns 100% of DSwiss Sdn Bhd, the operating Malaysia Company of which is described below. In 2016, DSwiss (HK) Limited invested in DSwiss Biotech Sdn Bhd, incorporated in Malaysia, and owned 40% equity interest. DSwiss (HK) Limited also invested in DS Asia Co., Ltd, incorporated in Thailand, and owned 49% equity interest. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest owned by DSwiss (HK) Limited. On April 5, 2019, DS Asia Co., Ltd was officially deregistered. On Nov, 2020, DSwiss International Trading (Shenzhen) Limited was officially deregistered.

 

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

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

DSwiss has continuously expanding through launching health and beauty products directlyprojects to our clients. Our beauty supplies include, but are not limitedprovide premier experiences to beveragesthe customers. DSwiss has shown a solid growth and is set to assist in burningadvance the biotechnology industry to drive nutraceutical 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, Thailand, 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 medical, 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.skincare biotechnology growth.

 

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.www.dswissbeauty.com.

 

Products which meet the definition of a medicinal scopefunctional 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 areis an ongoing effort whose purpose is to ensure our products on the forefront of quality and effectiveness. Equipped with state-of-the-artstate 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 medianew retail tech company (eg. Facebook, Instagram and Wechat)E-Marketplace). The global presence social media has helped provide to us has been an invaluable resource, and as we continue to expand our business operations and spread our brand awareness, we intend to primarily utilize social media to reach our customers. The benefits of social media are countless, but perhaps the most imperative to our future success is our ability to connect with customers directly, to receive their feedback almost instantaneously. On that note, the feedback we have received from our clients has been overwhelmingly positive, which has helped us to create a robust brand image.

 

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

Results of Operation

 

For the Three Months Ended March 31, 2022 and Nine Months Ended September 30, 2021 and September 30, 2020.March 31, 2021.

 

For the three and nine months ended September 30,March 31, 2022 and 2021, we realized revenue in the amount of $729,180$447,637 and $1,277,102 while for the three and nine months ended September 30, 2020, we realized revenues in the amount of $249,705 and $998,157.$289,878 respectively. Our gross profits for the three and nine months ended September 30,March 31, 2022 and 2021 were $156,051and $307,076$115,262 and $116,799 respectively, which is moreless than $91,686 and $262,806$1,537 for the three and nine months ended September 30, 2020.March 31, 2021. We believe that in order to retain and maintain more customers in the future we must increase our marketing efforts and or develop new products.

 

2

 

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

 

Our net incomeprofit for the three months ended September 30,March 31, 2022 and 2021 was $77,695were $34,265 and our net income for nine months ended September 30, 2021 was $ 86,845 while the net loss for the three and nine months ended September 30, 2020 were $10,912 and $3,027.$32,788 respectively. We attribute this increase in profit due to increase product sales and market share.

The increasesdecrease in general and administrative expenses are a result of advertising and compliance costs as a public company.operating expenses.

 

Liquidity and Capital Resources

 

For the ninethree months ended September 30,March 31, 2022 and 2021, we had cash and cash equivalents of $195,032.$229,083 and $127,428 respectively. We have positive operating cash flowsflow and our working capital has been and will continue to be significant. As a result, we have increased our sales resulting an increase in our overall revenue. We need to meet our working capital requirements and to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.

 

Operating Activities

 

For the ninethree months ended September 30, 2021,March 31, 2022, net cash generated fromused in operating activities was $62,439,$4,075, compared to net cash generated fromused in operating activities of $56,647was $20,195 in the prior year.period. The operating cash flow performance primarily reflects decrease in prepaid expensesother payables and deposits compared and increase in account payableaccrued liabilities to the prior year.period.

Investing Activities

 

For the ninethree months ended September 30,March 31, 2022 and 2021, net cash used in investing activities was $4,399were $1,495 and $0 respectively, reflecting the cost in purchase of property, plant and equipment. For the nine months ended September 30, 2020, net cash used in investing activities was $1,984.

 

Financing Activities

 

For the ninethree months ended September 30,March 31, 2022 and 2021, net cash used forin financing activities was $6,208were $3,935 and $1,708 respectively resulted from the repayment of finance lease. For the nine months ended September 30, 2020, net cash used for financing activities was $5,956 resultedlease and advance from the repayment of finance lease.related parties.

3

 

Capital Expenditures

 

Our capital expenditures primarily relate to the acquisition of propertyplant and equipment. There is a $4,399were $1,495 and $0 used to purchase the computer and software and office equipment for the ninethree months periods ended September 30, 2021. Our capital expenditure for the nine months periods ended September 30, 2020 was $1,984. March 31, 2022 and 2021 respectively.

 

Credit Facilities

 

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

 

Contractual Obligations, Commitments and Contingencies

 

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

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2021.March 31, 2022.

 

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Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Additional Information

 

VIE STRUCTURE AND ARRANGEMENTS

 

On June 27, 2016, DSwiss (HK) Limited (“DSHK”) entered into a Management Services Agreement (the “Management Services Agreement I”) which entitles DSHK to substantially entitled to all of the economic benefits of DSwiss Biotech Sdn Bhd (“DSBT”) in consideration of services provided by DSHK to DSBT. Pursuant to the Management Services Agreement I, DSHK has the exclusive right to provide to DSBT management, financial and other services related to the operation of DSBT’s business, and DSBT is required to take all commercially reasonable efforts to permit and facilitate the provision of the services provided by DSHK. As compensation for providing the services, DSHK is entitled to receive a fee from DSBT, upon demand, equal to 100% of the annual net profits of DSBT during the term of the Management Services Agreement I. DSHK may also request ad hoc quarterly payments of the aggregate fee, which payments will be credited against DSBT’s future payment obligations.

 

The Management Services Agreement I also provideprovides DSHK, or its designee, with a right of first refusal to acquire all or any portion of the equity of DSBT upon any proposal by the sole shareholder of DSBT to transfer such equity. In addition, at the sole discretion of DSHK, DSBT is obligated to transfer to DSHK, or its designee, any part or all of the business, personnel, assets and operations of DSBT which may be lawfully conducted, employed, owned or operated by DSHK, including:

 

(a) business opportunities presented to, or available to DSBT may be pursued and contracted for in the name of DSHK rather than DSBT, and at its discretion, DSHK may employ the resources of DSBT to secure such opportunities;

 

(b) any tangible or intangible property of DSBT, any contractual rights, any personnel, and any other items or things of value held by DSBT may be transferred to DSHK at book value;

 

(c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by DSHK by acquisition, lease, license or otherwise, and made available to DSBT on terms to be determined by agreement between DSHK and DSBT;

 

(d) contracts entered into in the name of DSBT may be transferred to DSHK, or the work under such contracts may be subcontracted, in whole or in part, to DSHK, on terms to be determined by agreement between DSHK and DSBT; and

 

(e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of DSHK, and in the name of and at the expense of, DSHK; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of DSHK) or adversely affecting any license, permit or regulatory status of DSBT.

 

In addition, DSHK entered into certain agreements with Jervey Choon, (the “DSBT shareholder”), including

 

(i)a Call Option Agreement allowing DSHK to acquire the shares of DSBT as permitted by Malaysia laws;
  
(ii)a Shareholders’ Voting Rights Proxy Agreement that provides DSHK with the voting rights of the DSBT; and
  
(iii)an Equity Pledge Agreement that pledges the shares in DSBT.

 

This VIE structure provides DSHK, a wholly-owned subsidiary of DSwiss Holding Limited, which is the wholly-owned subsidiary of DSwiss Inc, with control over the operations and benefits of DSBT without having a direct equity ownership in DSBT.

 

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Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30 2021,March 31, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2021,March 31, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending September 30, 2021,March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

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ITEM 6. Exhibits

 

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

 

* Filed herewith.

 

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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: November 15, 2021May 13, 2022  
   
 By:/s/ Leong Ming Chia
 Title:President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director
  (Principal Executive Officer, Principal Financial Officer)

 

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