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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For The Fiscal Year Ended December 31, 2025

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

For the transition period from _______________ to _______________

Commission File Number 333-208083

DSwiss, Inc.

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

Nevada

47-4215595

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

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

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

(Address of principal executive offices, including zip code)

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

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

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

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ☐ NO ☒

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

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

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

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

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

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

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

Yes ☐ No ☒

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

Not Applicable

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Not Applicable

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

Class		Outstanding at December 31, 2025
Common Stock, $.0001 par value		206,904,585

DSwiss, Inc.

FORM 10-K

For the Fiscal Year Ended December 31, 2025

Index

		Page #
PART I

Item 1.	Business	2
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	10
Item 1C.	Cybersecurity	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accounting Fees and Services	28

PART IV

Item 15.	Exhibits, Financial Statement Schedules	28

SIGNATURES		29

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

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

Use of Defined Terms

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

	●	The “Company,” “we,” “us,” or “our,” “DSwiss” are references to DSwiss, Inc., a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

ITEM 1. BUSINESS

Corporate History

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

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

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

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

The Company, through its subsidiaries, focuses on the supply of premium beauty and health products. Below is an overview of the Company’s subsidiaries:

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	DSwiss Holding Limited	Seychelles, May 28, 2015	1 share of ordinary share of US$1 each	Investment holding	100%

2.	DSwiss (HK) Limited	Hong Kong, May 28, 2015	1 share of ordinary share of HK$1 each	International trade in health care and beauty products	100%

3.	DSwiss Sdn Bhd	Malaysia, March 10, 2011	2 shares of ordinary share of RM 1 each	Supply of health care products	100%

4.	DSwiss Biotech Sdn Bhd	Malaysia, March 17, 2016	250,000 shares of ordinary share of RM 1 each	Research and development on biotechnology	100%

Business Overview

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

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

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

Comprehensive OEM & ODM Solutions

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

Commitment To Quality & Innovation

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

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

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

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

Expanding Our Expertise & Capabilities

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

Investing In Future Growth & Innovation

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

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

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

Expanding Our Global Reach

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

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

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

Overview

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

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

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

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

Expert Consultancy

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

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

Innovative R&D

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

Design & Packaging

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

Regulatory Services

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

Production & Quality Assurance

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

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

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

Products and Formulations

Functional Food

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

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

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

Skincare Products

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

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

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

Personal Care Products

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

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

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

Pet Wellness Supplement

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

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

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

Health Supplements

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

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

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

Natural Products / Traditional Medicines

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

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

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

Meal Replacement & Complete Nutrition

We have expanded into the meal replacement and complete nutrition segment, reflecting our commitment to innovation and portfolio growth. These products are thoughtfully formulated to deliver balanced macronutrients and essential micronutrients in convenient formats, supporting modern lifestyles and overall well-being.

●	Balanced Nutrition: Formulated with high-quality proteins, complex carbohydrates, healthy fats, dietary fiber, vitamins, and minerals to provide complete and sustained nourishment.
●	Functional Benefits: Enriched with probiotics, prebiotics, plant extracts, and bioactive compounds to support digestive health, immunity, energy levels, and elderly nutrition etc.
●	Expert Development: Created by experienced dietitian to ensure optimal nutrient bioavailability, safety, and efficacy.

This expansion represents a strategic initiative to deliver professionally targeted, scientifically formulated, and sustainable nutrition solutions that meet the requirements of healthcare providers, corporate wellness programs, and other professional clients.

Trademark

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

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

Future Plan

Marketing Campaign & Publicity

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

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

	●	Collaborating with leading biotech and life sciences partners to reinforce our competitive edge.
	●	Partnering with innovative retail technology providers to drive sales and broaden market exposure.
	●	Offering comprehensive biotechnology, nutraceuticals, and skincare solutions, including turnkey private label manufacturing services.
	●	Aiming for a 100% increase in social media engagement compared to last year by the end of 2026 through targeted campaigns, influencer collaborations, and interactive content strategies.
	●	Planning to participate in at least one major international trade shows (e.g., Vitafoods Asia) by the end of 2026 as part of our global expansion strategy, enhancing brand visibility and fostering strategic partnerships.

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

Human Resources & Talent Development

Strengthening our workforce is essential to achieving our future goals. We are committed to investing in human resources and talent development across key areas, including internal administration, operations, sales and marketing, accounting and finance, and top management. With strong teams already in place for R&D, product development, operations, and sales, as well as a recently expanded accounts department, we are well-positioned for the next phase of growth. By expanding our talent pool, we aim to enhance our capabilities, drive innovation, and accelerate our progress toward long-term success. DSwiss is committed to talent acquisition, employee development, and strategic partnerships to strengthen our workforce and capabilities to support our expansion. Our key objectives include expanding our workforce by 50% by the end of 2026 and hiring specialists in R&D biotechnology and digital marketing to support our growth initiatives. We also plan to establish internship partnerships with at least three top universities in Malaysia, such as Taylors University, Monash University, and other universities in Malaysia, by 2026 to foster talent development and industry collaboration.

Merger & Acquisition

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

Competition

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

Customers

For the year ended December 31, 2025, the Company has generated $2,920,986 revenue from clients under the ordinary course of business of the Company. The revenue mainly represented OEM/ODM sales of Nutraceutical / Skincare and Medical Consumable Supplies to clients.

Employees

As of December 31, 2025, the Company has thirty (30) full-time employees, including Mr. Leong Ming Chia who serves as our Chief Executive Officer, Director, Secretary, and Treasurer. He works full-time and has the flexibility to dedicate up to 70 hours per week to the business, with a willingness to commit additional time as needed.

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

Government Regulation

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

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 1C. CYBERSECURITY

Risk management and strategy

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

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

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

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

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

Governance

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

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

ITEM 2. PROPERTIES

Our principal executive office is located at No. B-10-08, Vertical Business Suite, Bangsar South City, No. 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. This location has been rented by DSwiss Sdn Bhd for a 36-month period from March 1, 2025 to February 28, 2028, for an initial deposit of MYR 48,000 (approximately $11,827) and additional monthly payments in the amount of MYR 12,000 (approximately $2,814) over the course of the lease. The office lease is ending on February 28, 2028.

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

As of December 31, 2025, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR36,366 (approximately $8,960), to be settled in 11 instalments after year 2025.

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

As of December 31, 2025, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR344,677 (approximately $84,927), of which MYR88,008 (approximately $21,685) to be settled in 12 instalments in year 2026 and MYR256,669 (approximately $63,242) to be settled in 35 instalments after year 2026.

In August 2025, the Company had further obtained a loan financing in the principal amount of MYR180,000 (approximately $44,351) from Public Bank Berhad, a financial institution in Malaysia, to finance the acquisition of a motor vehicle. The loan bears interest at the base lending rate less 2.28% per annum, is payable in 60 monthly instalments of MYR3,342 (approximately $823) each and matures in July 2030.

As of December 31, 2025, the Company has an outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR183,810 (approximately $45,290), of which MYR40,104 (approximately $9,881) to be settled in 12 instalments in year 2026 and MYR143,706 (approximately $35,408) to be settled in 43 instalments after year 2026.

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

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

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

We believe that there is no established public trading market for our shares and we cannot assure you that there will be any liquidity for shares of our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

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

Fiscal Year 2025	Highest Bid		Lowest Bid
First Quarter	$	0.09	$	0.01
Second Quarter	$	0.09	$	0.02
Third Quarter	$	0.10	$	0.02
Fourth Quarter	$	0.04	$	0.03

Holders

As of December 31, 2025, we had 206,904,585 shares of our Common Stock par value, $.0001 issued and outstanding. There were 430 beneficial owners of our Common Stock.

Transfer Agent and Registrar

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

Penny Stock Regulations

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

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

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

Dividend Policy

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

Equity Compensation Plan Information

Currently, there is no equity compensation plan in place.

Unregistered Sales of Equity Securities

Currently, there is no unregistered sales of equity securities.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2025.

ITEM 6. SELECTED FINANCIAL DATA

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

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

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

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

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

Overview

DSwiss, Inc. (“the Company”), a Nevada corporation was incorporated under the laws of the State of Nevada on May 28, 2015. DSwiss Holding Limited owns 100% of DSwiss (HK) Limited, a Hong Kong Company, which owns 100% of DSwiss Sdn Bhd, the operating Malaysia Company of which is described below. In 2016, DSwiss (HK) Limited invested in DSwiss Biotech Sdn Bhd, incorporated in Malaysia, and owned 40% equity interest. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest owned by DSwiss (HK) Limited. On November 9, 2020, DSwiss International Trading (Shenzhen) Limited was officially deregistered. On January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

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

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

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

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

At DSwiss, research and development is an ongoing effort whose purpose is to ensure our products on the forefront of quality and effectiveness. Equipped with state-of-the-art machinery, our innovative research and development team are constantly exploring on new development and product lines that will enable us to provide the highest quality standard and remain competitive in the industry.

DSwiss’s products are certified and approved by the Ministry of Health (“MOH”) Malaysia. Due to the stringent requirements from MOH Malaysia, we strive to upkeep the highest possible standard in our products to provide assurance and as a prove of our continuing commitment to providing quality products.

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

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

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

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

Results of Operations

Revenues for the year ended December 31, 2025 and 2024

The Company generated revenue of $2,920,986 and $3,112,887 for the year ended December 31, 2025 and 2024 respectively. Revenue has decreased by $191,901 which is a 6.16% decrease comparatively. The revenue mainly represented OEM/ODM sales of Nutraceutical and Skincare Supplies to the customers.

Cost of Revenue and Gross Margin

Cost of revenue for the Company year ended December 31, 2025, amounted to $2,356,424 as compared to $2,489,616 for the year ended December 31, 2024. The decrease of $133,192 in cost of revenue was in line with the decrease in revenue. As a result, the gross profit has decreased from $623,271 for the year ended December 31, 2024 to $564,562 for the year ended December 31, 2025.

Gross margin of the Company has decreased from 20.02% in year ended December 31, 2024 to 19.33% in year ended December 31, 2025, which is a net decrease of 0.69%.

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

Operating Expenses

Selling, general and administrative expenses for the year ended December 31, 2025 and 2024 amounted to $630,645 and $603,720 respectively, the increase of $26,925 which is 4.46% higher comparatively.

Operating expenses for the year ended December 31, 2025 and 2024 amounted to $1,167 and $1,203 respectively, the decrease of $36 which is 2.99 % lower comparatively.

Other Income

The Company recorded an amount of $40,175 and $13,300 as other income for the year ended December 31, 2025 and 2024 respectively. This income is derived from the gain on disposal of plant and equipment, interest income earned and exchange gain.

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

Net loss for the year ended December 31, 2025 was $76,860 as compared to net profit for the year ended December 31, 2024 was $22,223. The decrease in net profit of $99,083 was resulted from the decrease in revenue. Taking into the loss for the year ended December 31, 2025, the accumulated loss for the Company has increased from $1,387,930 to $1,464,790.

Liquidity and Capital Resources

As of December 31, 2025, we had working capital deficit of $133,691 consisting of cash and cash equivalent of $285,034 as compared to working capital surplus of $13,645 and our cash and cash equivalent of $397,476 as of December 31, 2024.

Net cash used in operating activities for the year ended December 31, 2025 was $94,303 as compared to net cash generated from operating activities of $182,556 for the year ended December 31, 2024. The decrease in cash generated from operating activities are mainly resulted from the decrease in accounts payable, other payables and accrued liabilities.

Net cash used in investing activities for the year ended December 31, 2025 was $8,482 as compared to net cash used in investing activities for the year ended December 31, 2024 were $105,258. The cash used in investing activities are mainly for purchase of plant and equipment.

Net cash used in financing activities for the year ended December 31, 2025 was $34,728 as compared to net cash generated from financing activities $68,306 for the year ended December 31, 2024. The net cash (used in)/ generated from financing activities are mainly for the addition and repayment of finance lease.

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

Critical Accounting Policies and Estimates

Use of estimates

In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Board of Director.

We believe that the assumptions, judgments and estimates involved in the accounting for leases, revenue recognition and expected credit loss have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.

Leases

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

The Company applies significant judgement in accounting for its leases and determining the related right-of-use assets (ROUA) and lease liabilities. Key judgements include:

Lease term –The Company assesses the period for which the Company is reasonably certain to exercise renewal or termination options, including consideration of operational needs and business plans.

Discount rate – In determining the present value of lease payments, management selects an appropriate discount rate, reflecting the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate.

Lease classification – Management evaluates whether each lease should be classified as a finance or operating lease based on the lease terms and conditions.

Revenue Recognition

In accordance with the Accounting Standard Codification Topic 606 “Revenue Recognition” (“ASC 606”), the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

The Company’s revenue is primarily derived from the sale of healthcare goods and the services.

Sale of goods (retail trading)

Revenue from the sale of goods is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the customer collects the products from the Company’s premises. At that point, the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the goods, and the Company has no remaining performance obligations.

The Company applies significant judgement in determining whether it acts as a principal or an agent in its revenue arrangements. (Refer to the principal vs agent paragraph below)

The Company has assessed that it acts as a principal in the sale of goods, as it obtains control of the goods before they are transferred to the customer. Indicators supporting this assessment include that the Company is primarily responsible for fulfilling the promise to provide the goods, has discretion in establishing selling prices, and bears inventory and credit risks.

Rendering of services (healthcare services)

Revenue from healthcare services is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company’s performance obligation is to perform the agreed-upon services as specified in the signed purchase order.

Revenue is recognised as the services are performed. The Company applies judgement in determining whether performance obligations are satisfied over time, assessing the appropriate method to measure progress, and evaluating when sampling and testing procedures are substantially completed. The Company also considers the impact of any variable consideration, such as discounts or rebates, in determining the transaction price.

Principal vs Agent

The Company evaluates whether it acts as a principal or an agent in transactions involving non-exclusive distributor arrangements.

The Company is considered a principal when it controls the specified goods before they are transferred to the customer. In making this assessment, the Company considers indicators including, but not limited to:

●

The Company is primarily responsible for fulfilling the promise to provide goods to the customer

●

The Company has inventory risk, including bearing the loss if goods are missing or damaged during delivery

●

The Company has discretion in establishing prices

Although the supplier may ship goods directly to the customer (drop shipment arrangement), the Company retains control of the goods prior to transfer due to its exposure to inventory risk and pricing discretion. Accordingly, revenue is recognized on a gross basis.

Expected credit loss

The Company assesses expected credit losses (“ECL”) on its financial assets, including trade receivables and amounts owing from related parties, in accordance with the applicable credit loss model. The determination of expected credit loss requires the company to assess the timing and extent of recoverability of receivables and the relevance of forward-looking information The assessments involve significant judgement and estimation in evaluating credit risk and the probability of default.

As of the reporting date, no material allowance for expected credit losses has been recognized. This is primarily due to:

●

Trade receivables are largely secured by advance payments, reducing the Company’s exposure to credit risk

●

Outstanding balances have been substantially collected after year-end, indicating strong recoverability

●

Amounts owing from related parties are eliminated upon consolidation, and therefore do not give rise to credit risk at the consolidated financial statement level

Based on the above factors, management has assessed that the risk of default is minimal and that any potential credit losses are not material.

Recent accounting pronouncements

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

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide (1) all entities with a practical expedient and (2) entities other than public business entities (PBEs) with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2025. Companies should apply this guidance on a prospective basis, and early adoption is permitted.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosures Control and Procedures

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

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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

As of December 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

Identified Material Weakness

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

Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2025.

1.	We do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.

2.	We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.

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

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Management’s Remediation Initiatives

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

1.	We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

2.	We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

3.	We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.

Changes in internal controls over financial reporting

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

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

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

NAME	AGE	POSITION
Leong Ming Chia	43	Chief Executive Officer, President, Secretary, Treasurer, Director
Wong Sui Ting¹	53	Director

¹Mr. Wong Sui Ting resigned as Director of the Company on October 1, 2025.

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

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

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

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

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

Wong Sui Ting - Director

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

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

Mr. Wong resigned as Director of the Company on October 1, 2025.

Corporate Governance

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

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

Committees of the Board

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

Audit Committee Financial Expert

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

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

Involvement in Certain Legal Proceedings

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

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

Code of Ethics

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

Shareholder Proposals

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

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

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year ended December 31, 2025, for services rendered in all capacities to us.

Summary Compensation Table:

Name and Principal Position	Period	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Leong Ming Chia, Chief Executive Officer,	For the year ended December 31, 2025		50,648		33,765		-		-		-		-		16,883		101,296
President, Secretary, Treasurer, Director (1)	For the year ended December 31, 2024		47,457		44,820		-		-		-		-		17,229		109,506

Wong Sui Ting,	For the year ended December 31, 2025		-		-		-		-		-		-		-		-
Director (2)	For the year ended December 31, 2024		-		-		-		-		-		-		-		-

(1)	On September 8, 2015 Leong Ming Chia was appointed Chief Executive Officer, President and a member of our Board of Directors. On May 31, 2017, upon the resignation of Chua Lee Yee from the position of Chief Financial Officer, Treasurer, Secretary and Director, Leong Ming Chia replaced Chua Lee Yee as the Chief Financial Officer, Treasurer and Secretary of the company.
(2)	On May 31, 2015 Wong Sui Ting was appointed as a member of our Board of Director. He resigned as Director of the Company on October 1, 2025.

Narrative Disclosure to Summary Compensation Table

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

Stock Option Grants

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

Compensation of Directors

The table below summarizes all compensation of our directors as of December 31, 2025.

Name and Principal Position	Period	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Leong Ming Chia, Chief Executive Officer,	For the year ended December 31, 2025		50,648		33,765		-		-		-		-		16,883		101,296
President, Secretary, Treasurer, Director (1)	For the year ended December 31, 2024		47,457		44,820		-		-		-		-		17,229		109,506

Wong Sui Ting,	For the year ended December 31, 2025		-		-		-		-		-		-		-		-
Director (2)	For the year ended December 31, 2024		-		-		-		-		-		-		-		-

(1)	On September 8, 2015 Leong Ming Chia was appointed Chief Executive Officer, President and a member of our Board of Directors. On May 31, 2017, upon the resignation of Chua Lee Yee from the position of Chief Financial Officer, Treasurer, Secretary and Director, Leong Ming Chia replaced Chua Lee Yee as the Chief Financial Officer, Treasurer and Secretary of the company.
(2)	On May 31, 2015 Wong Sui Ting was appointed as a member of our Board of Director. He resigned as Director of the Company on October 1, 2025.

Employment Agreements

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

Compensation Discussion and Analysis

Director Compensation

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

Executive Compensation Philosophy

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

Incentive Bonus

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

Long-term, Stock Based Compensation

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

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

As of December 31, 2025, the Company has 206,904,585 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

The following table sets forth, as of December 31, 2025 certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

Title of Class	Name of beneficial owner⁽ⁱ⁾	Shares of Common Stock Beneficially Owned		Percent of Class

Common Stock	Leong Ming Chia (i), (ii), (iii)		62,906,493		30.40	%

Common Stock	Wong Sui Ting¹ (ii)		50,000		0.02	%

	All of the officers and directors as a group (iv)		62,956,493		30.42	%

5% Shareholders
Common Stock	Greenpro Venture Capital Limited (i)		15,159,157		7.33	%
Common Stock	Hew Yuen Foong (i)		33,000,000		15.95	%
Common Stock	Teo Jen Jiang (i)		44,000,000		21.27	%
Common Stock	Siow Kock Yong (i)		32,874,393		15.89	%

¹Mr. Wong Sui Ting resigned as Director of the Company on October 1, 2025.

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

(1)

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

(2)

Based on the total issued and outstanding shares of 206,904,585 as of the date of this Annual Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Related Party Transactions

For the years ended December 31, 2025 and December 31, 2024, the Company has the following transactions with related party:

	For the year ended December 31, 2025 (Audited)		For the year ended December 31, 2024 (Audited)
Professional Fees
- Related party A	$	10,293	$	12,600

Sales
- Related party B	$	13,366	$	7,725

Purchases
- Related party B	$	-	$	8,236

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

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

Review, Approval and Ratification of Related Party Transactions

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024
Audit fees	$	27,128	$	25,200
Audit related fees		-		-
Total	$	27,128	$	25,200

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

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

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following are filed as part of this report:

Financial Statements

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

	Page

Index to Financial Statements	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 – F-21

(b) Exhibits

The following exhibits are filed or “furnished” herewith:

3.1	Articles of Incorporation**

3.2	Bylaws**

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1	Section 1350 Certification of principal executive officer*

101.INS	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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

SIGNATURES

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

	DSWISS, INC.
	(Name of Registrant)

Date: March 31, 2026
	By:	*/s/ Leong Ming Chia*
	Title:	President, Chief Executive Officer, Chief Finance Officer, Secretary, Treasurer, Director
		Principal Executive Officer Principal Financial Officer

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of DSwiss, Inc.

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

Bangsar South City,

No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,

Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DSwiss, Inc. (“the Company”) as of December 31, 2025 and December 31, 2024 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the year ended of December 31, 2025 and December 31, 2024 and the related notes to consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for the year ended of December 31, 2025 and December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the year ended December 31, 2025, the Company incurred a net loss of $76,860 and a negative cash flow from operating activities of $94,303. As at December 31, 2025, the Company’s current liabilities exceeded its current assets by $133,691 and has suffered an accumulated deficit of $1,464,790. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

/s/ JP CENTURION & PARTNERS PLT
JP CENTURION & PARTNERS PLT (PCAOB: 6723)
We have served as the Company’s auditor since 2020.

Kuala Lumpur, Malaysia
Date: March 31, 2026

F-2

DSWISS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 and 2024

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

(Audited)

	2025			2024
	As of December 31,
	2025			2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents (including $76,857 and $137,152 of time deposits as of December 31, 2025 and December 31, 2024 respectively)	$	285,034		$	397,476
Accounts receivables		17,376			74,648
Other receivables, prepaid expenses, and deposit		27,016			22,188
Inventories		2,347			3,350

Total current assets		331,773			497,662

NON-CURRENT ASSETS
Plant and equipment, net		189,386			136,767
Intangible assets, net		409			1,401
Operating lease right-of-use assets, net		155,568			-

Total non-current assets		345,363			138,168

TOTAL ASSETS	$	677,136		$	635,830

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payables (including $91 and $818 payable to a related party as of December 31, 2025 and December 31, 2024 respectively)	$	113,134		$	153,045
Other payables and accrued liabilities (including $0 and $3,000 of general and administrative expenses payable to a related party as of December 31, 2025 and December 31, 2024 respectively)		289,473			302,347
Finance lease liability		35,167			28,517
Operating lease liability		26,089			-
Tax payable		1,601			108

Total current liabilities		465,464			484,017

NON-CURRENT LIABILITY
Finance lease liability		91,539			77,777
Operating lease liability		129,479			-

Total non-current liability		221,018			77,777

TOTAL LIABILITIES	$	686,482		$	561,794

STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding		-			-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 206,904,585 shares and 206,904,585 shares issued and outstanding as of December 31, 2025 and 2024 respectively		20,690			20,690
Additional paid-in capital		1,395,426			1,395,426
Accumulated other comprehensive income		39,328			45,850
Accumulated deficit		(1,464,790	)		(1,387,930	)

TOTAL STOCKHOLDERS’ EQUITY		(9,346	)		74,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	677,136		$	635,830

See accompanying notes to consolidated financial statements.

F-3

DSWISS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

(Audited)

	2025			2024
	For the year ended December 31, 2025			For the year ended December 31, 2024
REVENUE (including $13,366 and $7,725 of revenue from a related party for the year ended December 31, 2025 and 2024 respectively)	$	2,920,986		$	3,112,887

COST OF REVENUE (including $0 and $8,236 of purchases from a related party for the year ended December 31, 2025 and 2024 respectively)		(2,356,424	)		(2,489,616	)

GROSS PROFIT		564,562			623,271

OTHER INCOME		40,175			13,300

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including $10,293 and $12,600 of general and administrative expenses to a related party for the year ended December 31, 2025 and 2024 respectively)		(630,645	)		(603,720	)

OPERATING EXPENSES		(1,167	)		(1,203	)

FINANCE COST		(14,348	)		(1,547	)

LEASE EXPENSES		(19,465	)		-

(LOSS)/PROFIT BEFORE INCOME TAX	$	(60,888	)	$	30,101

INCOME TAXES PROVISION		(15,972	)		(7,878	)

NET (LOSS)/INCOME		(76,860	)		22,223

Other comprehensive loss:
- Foreign currency translation adjustment		(6,522	)		(4,602	)
COMPREHENSIVE (LOSS)/INCOME	$	(83,382	)	$	17,621

Net (loss)/profit per share- Basic and diluted		(0.0004	)		0.0001

Weighted average number of common shares outstanding - Basic and diluted	$	206,904,585		$	206,904,585

See accompanying notes to consolidated financial statements.

F-4

DSWISS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

(Audited)

	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE (LOSSES)/GAINS			ACCUMULATED LOSSES			TOTAL EQUITY
	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER
	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE (LOSSES)/GAINS			ACCUMULATED LOSSES			TOTAL EQUITY
Balance as of December 31, 2023		206,904,585		20,690		1,395,426		50,452			(1,410,153	)		56,415
Foreign currency translation adjustment		-		-		-		(4,602	)		-			(4,602	)
Net profit		-		-		-		-			22,223			22,223
Balance as of December 31, 2024		206,904,585		20,690		1,395,426		45,850			(1,387,930	)		74,036
Balance		206,904,585		20,690		1,395,426		45,850			(1,387,930	)		74,036

Foreign currency translation adjustment		-		-		-		(6,522	)		-			(6,522	)
Net loss		-		-		-		-			(76,860	)		(76,860	)
Net profit (loss)		-		-		-		-			(76,860	)		(76,860	)

Balance as of December 31, 2025		206,904,585		20,690		1,395,426		39,328			(1,464,790	)		(9,346	)
Balance		206,904,585		20,690		1,395,426		39,328			(1,464,790	)		(9,346	)

See accompanying notes to consolidated financial statements

F-5

DSWISS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

(Audited)

	2025			2024
	For the year ended December 31, 2025			For the year ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(76,860	)	$	22,223
Adjustments to reconcile net (loss)/ income to net cash generated from operating activities:
Depreciation and amortization		63,854			17,558
Amortization of intangible assets		987			1,034
Gain on disposal of plant and equipment		(30,975	)		-
Changes in operating assets and liabilities:
Accounts receivable		64,849			(21,881	)
Accounts payable		(55,446	)		32,386
Inventories		1,342			3,704
Other payables and accrued liabilities		(41,246	)		124,128
Other receivables, prepaid expenses, and deposit		(2,576	)		2,996
Tax payable		2,222			408
Reduction in lease liability		(20,454	)		-
Net cash (used in)/ generated from operating activities	$	(94,303	)	$	182,556

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(41,031	)		(105,549	)
Proceed from disposal of plant and equipment		32,549			291
Net cash used in investing activities	$	(8,482	)	$	(105,258	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Addition of finance lease		-			96,787
Repayment of finance lease		(34,728	)		(28,481	)
Net cash (used in)/ generated from financing activities	$	(34,728	)	$	68,306

Effect of exchange rate changes on cash and cash equivalents		25,071			2,762

Net change in cash and cash equivalents		(112,442	)		148,366
Cash and cash equivalents, beginning of year		397,476			249,110

CASH AND CASH EQUIVALENTS, END OF YEAR	$	285,034		$	397,476
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	(14,562	)	$	(7,470	)
Interest paid	$	(5,675	)	$	(1,547	)

See accompanying notes to consolidated financial statements.

F-6

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

We have invested in DSwiss Biotech Sdn Bhd, a Company incorporated in Malaysia, and owned 40% equity interest. On January 18, 2023, DSwiss (HK) Limited acquired 150,000 shares, representing 60% equity interest in DSwiss Biotech Sdn. Bhd., from the other party with consideration of RM 1. After such acquisition, DSwiss Biotech Sdn. Bhd. became a wholly owned subsidiary of DSwiss (HK) Limited.

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

SHEDULE OF DETAILS OF SUBSIDIARIES

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	DSwiss Holding Limited	Seychelles, May 28, 2015	1 share of ordinary share of US$1 each	Investment holding	100%

2.	DSwiss (HK) Limited	Hong Kong, May 28, 2015	1 share of ordinary share of HK$1 each	International trade in health care and beauty products	100%

3.	DSwiss Sdn Bhd	Malaysia, March 10, 2011	2 shares of ordinary share of RM 1 each	Supply of health care products	100%

4.	DSwiss Biotech Sdn Bhd	Malaysia, March 17, 2016	250,000 shares of ordinary share of RM 1 each	Research and development on biotechnology	100%

F-7

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

1. ORGANIZATION AND BUSINESS BACKGROUND (CONTINUED)

Business Overview

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

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

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

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

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

2. GOING CONCERN UNCERTAINTIES

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

For the year ended December 31, 2025, the Company incurred a net loss of $76,860 and a negative cash flow from operating activities of $94,303. As of December 31, 2025, the Company’s current liabilities exceeded its current assets by $133,691 and suffered an accumulated deficit of $1,464,790. The continuation of the Company as a going concern through December 31, 2025 is dependent upon improving the profitability and the continuing financial support from its major stockholders. Management believes the existing major shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of presentation

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

Basis of consolidation

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

F-8

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates

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

Cash and cash equivalents

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

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

Classification		Estimated useful lives
Computer and software		5 years
Furniture and fittings		5 years
Office equipment		10 years
Motor vehicle		5 years
Plant and machinery		10 years

Intangible assets

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

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were no impairment losses recorded on intangible assets for the year ended December 31, 2025.

F-9

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Leases

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

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

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

Inventories

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

Revenue recognition

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

Revenue from trading of retail goods is recognized when control of the goods is transferred and there are no continuing obligations to the customer. Title and control transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded.

The Company mainly derives its revenue from the sale of healthy food products. Generally, the Company recognizes revenue when OEM, Home brand and medical consumables products are sold and accepted by the customers and there are no continuing obligations to the customer.

F-10

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cost of revenue

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

Shipping and handling fees

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

Selling and distribution expenses

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

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years 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. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

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

Net profit per share

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

F-11

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currencies translation

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

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

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

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

	As of and for the year ended December 31,
	2025		2024

Year-end MYR : US$1 exchange rate		4.06		4.47
Year-average MYR : US$1 exchange rate		4.26		4.55
Year-end HK$ : US$1 exchange rate		7.78		7.77
Year-average HK$ : US$1 exchange rate		7.80		7.80

Related parties

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

Fair value of financial instruments:

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

F-12

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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 year ended December 31, 2025, the Company operates in two reportable operating segments in Malaysia and Hong Kong.

Recent accounting pronouncements

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

Off-Balance Sheet Arrangements

As of December 31, 2025, 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.

F-13

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

4. STOCKHOLDERS’ EQUITY

As of December 31, 2025 and 2024, the Company had a total of 206,904,585 and 206,904,585 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

5. PLANT AND EQUIPMENT

SCHEDULE OF PLANT AND EQUIPMENT

	As of December 31, 2025			As of December 31, 2024
Computer and software	$	107,339		$	104,318
Furniture and fittings		6,144			6,144
Office equipment		24,216			23,314
Motor vehicle		232,045			232,678
Plant and machinery		5,743			4,028
Total plant and equipment		375,487		$	370,482
Accumulated depreciation		(187,170	)		(223,158	)
Effect of translation exchange		1,069			(10,557	)
Plant and equipment, net	$	189,386		$	136,767

Depreciation expense for the year ended December 31, 2025 and December 31, 2024 were $44,389 and $17,558, respectively.

6. INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

	As of December 31, 2025			As of December 31, 2024
Trademarks	$	12,077		$	12,077
Amortization		(11,215	)		(10,228	)
Effect of translation exchange		(453	)		(448	)
Intangible assets, net	$	409		$	1,401

Amortization for the year ended December 31, 2025 and December 31, 2024 were $987 and $1,034, respectively.

7. OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

	As of December 31, 2025		As of December 31, 2024
Other receivables	$	3,886	$	69
Prepaid expenses		8,277		1,839
Deposits		14,853		20,280
Total other receivables, prepaid expenses and deposits	$	27,016	$	22,188

8. INVENTORIES

SCHEDULE OF INVENTORIES

As of

December 31, 2025

As of

December 31, 2024

Finished goods, at cost

2,347

3,350

Total inventories

2,347

3,350

F-14

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

9. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31, 2025		As of December 31, 2024
Other payables	$	220,293	$	229,591
Accrued audit fees		4,758		13,611
Accrued other expenses		45,641		47,524
Accrued professional fees		18,781		11,621
Total payables and accrued liabilities	$	289,473	$	302,347

10. FINANCE LEASE LIABILITIES

The Company purchased motor vehicles with finance lease. The first finance lease agreement commenced on July 31, 2018 with the effective interest rate of 3.62% per annum, due through June, 2025, with principal and interest payable monthly. The second finance lease agreement commenced on December 3, 2021 with the effective interest rate of 3.70% per annum, due through November, 2026, with principal and interest payable monthly. The third finance lease agreement commenced on December 21, 2024 with the effective interest rate of 3.70% per annum, due through November, 2029, with principal and interest payable monthly. The fourth finance lease agreement commenced on August 17, 2025 with the effective interest rate of 2.28% per annum, due through July, 2030, with principal and interest payable monthly. The obligation under the finance lease is as follows:

	As of December 31, 2025			As of December 31, 2024
Finance leases	$	139,177		$	118,440
Less: interest expense		(12,471	)		(12,146	)
Net present value of finance leases		126,706			106,294

Current portion		35,167			28,517
Non-current portion		91,539			77,777
Total	$	126,706		$	106,294

As of December 31, 2025, the maturities of the finance leases for each of the years are as follows:

SCHEDULE OF MATURITIES OF FINANCE LEASE


2026		37,429
2027		27,915
2028		29,341
2029		27,140
2030		4,881
Total	$	126,706

F-15

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

11. INCOME TAXES

(Loss)/Profit before income tax for the years ended December 31, 2025 and December 31, 2024 is summarized as follow:

	For the year ended December 31, 2025			For the year ended December 31, 2024

(Loss)/Profit before income taxes
- United States	$	(70,519	)	$	(43,131	)
- Foreign		9,631			68,173
(Loss)/Profit before income taxes	$	(60,888	)	$	30,101

Provision for income taxes for the years ended December 31, 2025 and December 31, 2024 is summarized as follow:

SCHEDULE OF PROVISION FOR INCOME TAXES

	For the year ended December 31, 2025			For the year ended December 31, 2024

Current:
Federal	$	-		$	-
State		-			-
Foreign		(15,972	)		(7,878	)
Total current		(15,972	)		(7,878	)
Deferred:
Federal		-			-
State		-			-
Foreign		-			-
Total deferred		-			-
Total provision for income taxes	$	(15,972	)	$	(7,878	)

The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the years ended December 31, 2025 and December 31, 2024 is as follows:

	Amount			Percent			Amount			Percent
Company name	Year ended December 31,
	2025						2024
	Amount			Percent			Amount			Percent
(Loss)/Profit before income taxes		(60,888	)					30,101
Federal statutory tax rate		(12,786	)		21.0	%		6,321			21.0	%
State and local income tax, net of federal income tax effect		14,808			(24.3	)%		(9,057	)		(30.1	)%
Foreign tax effects:
Hong Kong
Changes in valuation allowances		(1,742	)		2.8	%		539			1.8	%
Foreign rate difference		(475	)		0.8	%		147			0.5	%
Malaysia
Changes in valuation allowances		(497	)		0.8	%		10,226			34.0	%
Foreign rate difference		62			(0.1	)%		4,090			13.6	%
Other		(15,972	)		26.2	%		(7,878	)		(26.2	)%
Other foreign jurisdiction		630			(1.0	)%		(12,266	)		(40.8	)%
Income tax expense and effective tax rate		(15,972	)		26.2	%		(7,878	)		(26.2	)%

* Other foreign jurisdiction include one of the Company’s subsidiary incorporated in the Seychelles with a zero corporate tax rate.

The income taxes paid (net of refunds) by jurisdiction for the years ended December 31, 2025 and December 31, 2024, as reported in the Consolidated Statements of Cash Flows, are as follows:

For the year ended

December 31, 2025

For the year ended

December 31, 2024

Malaysia

(14,562

)

7,470

F-16

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

11. INCOME TAXES (CONTINUED)

The significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand):

SCHEDULE OF DEFERRED INCOME TAX ASSETS

	As of December 31, 2025			As of December 31, 2024
Deferred tax assets
Financing costs	$	3,000		$	1,000
Operating lease liability		32,000			-
Finance lease liability		26,000			22,000
Net operating loss (NOL) carryforwards:
- United States of America		638,000			567,000
- Hong Kong		621,000			632,000
- Malaysia		161,000			147,000
Gross deferred tax assets		1,481,000			1,369,000
Less: Valuation allowance		(1,449,000	)		(1,369,000	)
Total deferred tax assets		32,000			-

Deferred tax liabilities
Operating lease right-of-use asset		32,000			-
Finance lease right-of-use asset		-			-
Total deferred tax liabilities		32,000			-

Net deferred tax asset (liability)	$	-		$	-

The table below summarizes changes in the valuation allowance for deferred tax assets for the years presented (rounded to the nearest thousand):

	For the year ended December 31, 2025		For the year ended December 31, 2024
Valuation allowance
Balance, beginning of year	$	1,369,000	$	1,344,000
Increase in (reversal of) valuation allowance during the year	$	80,000	$	25,000
Balance, end of year	$	1,449,000	$	1,369,000

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiaries that operate in various countries: United States, Seychelles, Hong Kong and Malaysia, that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2025, the operations in the United States of America incurred $637,776 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 $133,933 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Seychelles

Under the current laws of the Seychelles, DSwiss Holding Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

Hong Kong

DSwiss (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. As of December 31, 2025, the operations in the Hong Kong incurred $620,978 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $102,461 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-17

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

11. INCOME TAXES (CONTINUED)

Malaysia

DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate of 24% on its assessable income. As of December 31, 2025, the operations in the Malaysia incurred $161,223 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 24%. The Company has provided for a full valuation allowance of $38,693 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

12. CONCENTRATIONS OF RISKS

(a) Major customers

For the year ended December 31, 2025 and 2024, the customers who accounted for 10% or more of the Company’s revenue and its accounts receivable balance at year-end are presented as follows:

SCHEDULE OF CONCENTRATION OF RISK

	For the year ended December 31
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts Receivable, Trade
Customer A	$	1,000,260	$	464,642		34	%		15	%	$	5,622	$	-
Customer B	$	-	$	525,253		-	%		17	%	$	-	$	-
Customer C	$	1,233,777	$	1,266,279		42	%		41	%	$	-	$	-
	$	2,234,037	$	2,256,174		76	%		73	%	$	5,622	$	-

(b) Major vendors

For the year ended December 31, 2025 and 2024, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at year-end are presented as follows:

	For the year ended December 31
	2025		2024		2025			2024			2025		2024
	Purchases				Percentage of Purchases						Accounts Payable, Trade
Vendor A	$	422,116	$	573,141		18	%		23	%	$	17,137	$	26,056
Vendor B	$	-	$	266,333		-	%		11	%	$	-	$	67,354
Vendor C	$	1,107,351	$	920,628		47	%		37	%	$	-	$	15,494
	$	1,529,467	$	1,760,102		65	%		71	%	$	17,137	$	108,904

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

(d) Exchange rate risk

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

F-18

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

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

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

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

As of March 1, 2025, the Company recognized approximately US$161,099, 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 March 1, 2025, with discounted rate of 6.6% adopted from Maybank 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.

As of December 31, 2025 and December 31, 2024, operating lease right of use asset as follow:

	Year ended December 31,
	2025			2024
As of January 1,	$	-		$	-
Add: New lease commenced on March 1, 2025		161,099			-
Accumulated amortization		(19,465	)		-
Effect of translation exchange		13,934			-
Balance as of December 31	$	155,568		$	-

As of December 31, 2025, operating lease liability as follow:

SCHEDULE OF OPERATING LEASE LIABILITY

As of January 1, 2025	$	-
Add: New lease commenced on March 1, 2025		161,099
Less: gross repayment		(28,137	)
Add: imputed interest		8,672
Effect of translation exchange		13,934
Balance as of December 31, 2025	$	155,568
Less: lease liability current portion		(26,089	)
Lease liability non-current portion	$	129,479

For the year ended December 31, 2025 and 2024, the amortization of the operating lease right of use asset are $19,465 and $0 respectively.

	Year ended December 31,
	2025			2024

Cash paid for amounts included in the measurement of lease liabilities:					-
Operating cash flow from operating lease	$	28,138		$	-
Right-of-use assets obtained in exchange for operating lease liabilities		-			-
Remaining lease term for operating lease (years)		5.2			-
Weighted average discount rate for operating lease		6.67	%		-	%

For the year ended December 31, 2025 and 2024, lease expenses were $19,465 and $0 respectively.

F-19

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

14. RELATED PARTY TRANSACTIONS

For the years ended December 31, 2025 and December 31, 2024, the Company has the following transactions with related party:

SCHEDULE OF RELATED PARTY TRANSACTION

	For the year ended December 31, 2025 (Audited)		For the year ended December 31, 2024 (Audited)
Professional Fees
- Related party A	$	10,293	$	12,600

Sales
- Related party B	$	13,336	$	7,725

Purchases
- Related party B	$	-	$	8,236

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

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

15. SEGMENTED INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, investment holding and health care products and services and two reportable segments based on country, Malaysia and Non-Malaysia.

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

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


	For the year ended December 31, 2025
By Business Unit	Investment holding			Health care products and services			Total

Revenue	$	-		$	2,920,986		$	2,920,986
Cost of revenue		-			(2,356,424	)		(2,356,424	)
Gross profit		-			564,562			564,562
Selling, general and administrative expenses and other income		(73,519	)		(516,951	)		(590,470	)
Operating expenses		-			(1,167	)		(1,167	)
Finance cost		-			(14,348	)		(14,348	)
Lease expenses		-			(19,465	)		(19,465	)
(Loss)/Profit from operations		(73,519	)		12,631			(60,888	)

Total assets	$	42,539		$	634,597		$	677,136
Capital expenditure	$	-		$	41,031		$	41,031


	For the year ended December 31, 2025
By Country	Malaysia			Non-Malaysia			Total

Revenue	$	2,920,986		$	-		$	2,920,986
Cost of revenue		(2,356,424	)		-			(2,356,424	)
Gross profit		564,562			-			564,562
Selling, general and administrative expenses and other income		(528,676	)		(61,794	)		(590,470	)
Operating expenses		-			(1,167	)		(1,167	)
Finance cost		(14,348	)		-			(14,348	)
Lease expenses		(19,465	)		-			(19,465	)
Profit/(Loss) from operations		2,073			(62,961	)		(60,888	)

Total assets	$	606,251		$	70,885		$	677,136
Capital expenditure	$	41,031		$	-		$	41,031

F-20

DSWISS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

15. SEGMENTED INFORMATION (CONTINUED)


	For the year ended December 31, 2024
By Business Unit	Investment holding			Health care products and services			Total

Revenue	$	-		$	3,112,887		$	3,112,887
Cost of revenue		-			(2,489,616	)		(2,489,616	)
Gross profit		-			623,271			623,271
Selling, general and administrative expenses and other income		(41,341	)		(549,079	)		(590,420	)
Operating expenses		-			(1,203	)		(1,203	)
Finance cost		-			(1,547	)		(1,547	)
(Loss)/Profit from operations		(41,341	)		71,442			30,101
				$			$
Total assets	$	33,693		$	602,137		$	635,830
Capital expenditure	$	-		$	105,549		$	105,549


	For the year ended December 31, 2024
By Country	Malaysia			Non-Malaysia			Total

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

16. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025 up through the date the Company issued the audited consolidated financial statements.

F-21

DSwiss Inc 10-K