UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 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		(I.R.S. Employer
of incorporation or organization)		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 Act:

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

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

YES ☒ NO ☐

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

YES ☐ NO ☒

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

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

Emerging growth company ☒

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. ☐

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

YES ☐ NO ☒

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

Class		Outstanding at March 31, 2025
Common Stock, $0.0001 par value		206,904,585

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6 - F-18
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS	7
SIGNATURES		8

DSWISS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	F-5
Notes to the Condensed Consolidated Financial Statements	F-6 - F-18

F-1

PART I FINANCIAL INFORMATION

Item 1. Unaudited condensed consolidated financial statements:

DSWISS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2025 and December 31, 2024

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

	March 31, 2025			December 31, 2024
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents (including $139,141 and $137,152 of time deposits as of March 31, 2025 and December 31, 2024 respectively)	$	304,637		$	397,476
Accounts receivable		63,162			74,648
Other receivables, prepaid expenses and deposit		192,944			22,188
Tax recoverable		652			-
Inventories		2,860			3,350
Total Current Assets		564,255			497,662

NON-CURRENT ASSETS
Plant and equipment, net		130,507			136,767
Intangible assets, net		1,140			1,401
Operating lease right-of-use assets, net		159,274			-
Total Non-Current Assets		290,921			138,168

TOTAL ASSETS	$	855,176		$	635,830

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable (including $4,758 and $818 payable to a related party as of March 31, 2025 and December 31, 2024 respectively)	$	221,517		$	153,045
Other payables and accrued liabilities (including $1,675 and $3,000 of general and administrative expenses payable to a related party as of March 31, 2025 and December 31, 2024 respectively)		162,338			302,347
Finance lease liability		12,886			28,517
Operating lease liability		24,572			-
Tax payable		-			108
Total Current Liabilities		421,313			484,017

NON- CURRENT LIABILITIES
Finance lease liability		86,049			77,777
Operating lease liability		134,702			-
Total non-current liabilities		220,751			77,777

TOTAL LIABILITIES	$	642,064		$	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 issued and outstanding as of March 31, 2025 and December 31, 2024 respectively	$	20,690		$	20,690
Additional paid-in capital		1,395,426			1,395,426
Accumulated other comprehensive income		46,190			45,850
Accumulated deficit		(1,249,194	)		(1,387,930	)

TOTAL STOCKHOLDERS’ EQUITY		213,112			74,036

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	855,176		$	635,830

See accompanying notes to condensed consolidated financial statements.

F-2

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

(Unaudited)

	2025			2024
	Three months ended March 31,
	2025			2024
REVENUE (including $1,284 and $2,559 of revenue from a related party for the three months ended March 31, 2025 and 2024, respectively)	$	1,001,186		$	471,377

COST OF REVENUE		(738,139	)		(201,492	)

GROSS PROFIT		263,047			269,885

OTHER INCOME		1,053			2,152

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (including $2,268 and $1,500 of general and administrative expenses to a related party for the three months ended March 31, 2025 and 2024, respectively)		(119,325	)		(93,543	)

OPERATING EXPENSES		-			(329	)

FINANCE COST		(2,198	)		(342	)

LEASE EXPENSES		(1,819	)		-

PROFIT BEFORE INCOME TAX		140,758			177,823

TAXATION		(2,022	)		(158	)

NET INCOME		138,736			177,665

Other comprehensive income:
- Foreign currency translation adjustment		340			889

Comprehensive income		139,076			178,554

Net income per share- Basic and diluted		0.0007			0.0009

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

See accompanying notes to condensed consolidated financial statements.

F-3

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

Three Months Ended March 31, 2025 (Unaudited)

	Number of shares		Amount		ADDITIONAL PAID-IN CAPITAL		OTHER COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON STOCK						ACCUMULATED
	Number of shares		Amount		ADDITIONAL PAID-IN CAPITAL		OTHER COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of December 31, 2024 (audited)		206,904,585		20,690		1,395,426		45,850		(1,387,930	)		74,036
Foreign currency translation adjustment		-		-		-		340		-			340
Net income		-		-		-		-		138,736			138,736
Balance as of March 31, 2025 (unaudited)		206,904,585		20,690		1,395,426		46,190		(1,249,194	)		213,112

Three Months Ended March 31, 2024 (Unaudited)

	Number of shares		Amount		ADDITIONAL PAID-IN CAPITAL		OTHER COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON STOCK						ACCUMULATED
	Number of shares		Amount		ADDITIONAL PAID-IN CAPITAL		OTHER COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of December 31, 2023 (audited)		206,904,585		20,690		1,395,426		50,452		(1,410,153	)		56,415
Balance		206,904,585		20,690		1,395,426		50,452		(1,410,153	)		56,415
Foreign currency translation adjustment		-		-		-		889		-			889
Net income		-		-		-		-		177,665			177,665
Balance as of March 31, 2024 (unaudited)		206,904,585		20,690		1,395,426		51,341		(1,232,488	)		234,969
Balance		206,904,585		20,690		1,395,426		51,341		(1,232,488	)		234,969

F-4

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

(Unaudited)

	2025			2024
	Three months ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	138,736		$	177,665
Adjustments to reconcile net income to net cash (used in)/ generated from operating activities:
Depreciation and amortization		10,504			3,437
Amortization for intangible assets		259			258
Changes in operating assets and liabilities:
Accounts payable		68,579			(74,639	)
Accounts receivable		12,092			(11,848	)
Other payables and accrued liabilities		(142,278	)		(32,798	)
Inventories		517			480
Other receivables, prepaid expenses and deposits		(170,576	)		(38	)
Reduction in lease liability		(1,826	)		-
Tax recoverable		(758	)		-
Net cash (used in)/ generated from operating activities		(84,751	)		62,517

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(1,346	)		-
Disposal of plant and equipment		-			274
Net cash (used in)/generated from investing activities		(1,346	)		274

CASH FLOWS FROM FINANCING ACTIVITY:
Repayment of finance lease		(8,222	)		(3,963	)
Net cash used in financing activity		(8,222	)		(3,963	)

Effect of exchange rate changes on cash and cash equivalent		1,480			(3,053	)

Net (decrease)/ increase in cash and cash equivalents		(92,839	)		55,775
Cash and cash equivalents, beginning of period		397,476			249,110
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	304,637		$	304,885
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	(2,780	)	$	(158	)
Interest paid	$	(2,198	)	$	(392	)

See accompanying notes to condensed consolidated financial statements.

F-5

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

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

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

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

The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at March 31, 2025 and 2024 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2024. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended March 31, 2025 and 2024 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2024 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

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

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

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

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held

1.	DSwiss Holding Limited	Seychelles, May 28, 2015	1 share of ordinary share of US$1 each	Investment holding	100	%

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

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

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

F-6

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended March 31, 2025, the Company suffered an accumulated deficit of $1,249,194. This factor raises substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

Basis of presentation

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

Basis of consolidation

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

Use of estimates

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

Revenue recognition

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

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

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

Cost of revenue

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

Shipping and handling fees

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses. Shipping and handling fees are expensed as incurred for the three months ended March 31, 2025 were $768, while for the three months ended March 31, 2024 were $0.

F-7

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

Selling and distribution expenses

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

Cash and cash equivalents

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

Inventories

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

Plant and equipment

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

Classification		Estimated useful lives
Computer and software		5 years
Furniture and Fittings		5 years
Office equipment		10 years
Motor vehicle		5 years
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 three months ended March 31, 2025.

Leases

Prior to November 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective November 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods (see Note 12).

Income taxes

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

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

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

F-8

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

Net income/(loss) per share

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

Foreign currencies translation

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

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

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

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

	As of and for the three months ended March 31,
	2025		2024

Period-end RM : US$1 exchange rate		4.45		4.72
Period-average RM : US$1 exchange rate		4.45		4.73
Period-end HK$ : US$1 exchange rate		7.78		7.83
Period-average HK$ : US$1 exchange rate		7.78		7.82

F-9

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

Related parties

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

Fair value of financial instruments:

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

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

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

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

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

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the three months ended March 31, 2025, the Company operates in two reportable operating segments in Malaysia and Hong Kong.

Recent accounting pronouncements

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

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

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.

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

F-10

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

3. STOCKHOLDERS’ EQUITY

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

4. PLANT AND EQUIPMENT

	March 31, 2025			December 31, 2024
Computer and software	$	105,625		$	104,318
Furniture and fittings		6,144			6,144
Office equipment		23,352			23,314
Motor vehicle		232,678			232,678
Plant and machinery		4,028			4,028
Total plant and equipment	$	371,827		$	370,482
Accumulated depreciation		(231,842	)		(223,158	)
Effect of translation exchange		(9,478	)		(10,557	)
Plant and equipment, net	$	130,507		$	136,767

Depreciation expense for the three months ended March 31, 2025 and 2024 were $8,684 and $3,437 respectively.

5. INTANGIBLE ASSETS

	March 31, 2025			December 31, 2024
Trademarks	$	12,077		$	12,077
Amortization		(10,487	)		(10,228	)
Effect of translation exchange		(450	)		(448	)
Intangible assets, net	$	1,140		$	1,401

Amortization for the three months ended March 31, 2025 and March 31, 2024 were $259 and $258, respectively.

6. OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

	March 31, 2025		December 31, 2024
Other receivables	$	14,434	$	69
Prepaid expenses		162,774		1,839
Deposits		15,736		20,280
Total other receivables, prepaid expenses and deposits	$	192,944	$	22,188

7. INVENTORIES

SCHEDULE OF INVENTORIES

March 31,

2025

December 31,

2024

Finished goods, at cost

2,860

3,350

Total inventories

2,860

3,350

8. OTHER PAYABLES AND ACCRUED LIABILITIES

	March 31, 2025		December 31, 2024
Other payables	$	129,975	$	229,591
Accrued audit fees		7,425		13,611
Accrued other expenses		19,868		47,524
Accrued professional fees		5,070		11,621
Total payables and accrued liabilities	$	162,338	$	302,347

F-11

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

9. FINANCE LEASE LIABILITY

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

	As of March 31, 2025			As of December 31, 2024
Finance lease	$	109,853		$	118,440
Less: interest expense		(10,918	)		(12,146	)
Net present value of finance lease		98,935			106,294

Current portion		12,886			28,517
Non-current portion		86,049			77,777
Total	$	98,935		$	106,294

As of March 31, 2025 the maturities of the finance lease for each of the years are as follows:

SCHEDULE OF MATURITIES OF FINANCE LEASE


2025		22,594
2026		24,002
2027		17,612
2028		18,553
2029		16,174
Total	$	98,935

F-12

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

10. INCOME TAXES

For the three months ended March 31, 2025 and 2024, the local (United States) and foreign components of profit before income taxes were comprised of the following:

	For the three months ended March 31, 2025			For the three months ended March 31, 2024

Tax jurisdictions from:
- Local	$	(14,273	)	$	(12,566	)
- Foreign, representing
Seychelles		(1,411	)		(412	)
Hong Kong		(995	)		(1,126	)
Malaysia		157,437			191,927

Profit before income tax	$	140,758		$	177,823

The provision for income taxes consisted of the following:

	For the three months ended March 31, 2025			For the three months ended March 31, 2024
Current:
- Local	$	-		$	-
- Foreign		(2,022	)		(158	)

Deferred:
- Local		-			-
- Foreign		-			-

Income tax expense	$	(2,022	)	$	(158	)

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

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of March 31, 2025, the operations in the United States of America incurred $581,529 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 $122,121 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 March 31, 2025, the operations in the Hong Kong incurred $632,532 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 16.5%. The Company has provided for a full valuation allowance of $104,368 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

DSwiss Sdn. Bhd. and DSwiss Biotech Sdn. Bhd. are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 15% to 24% on its assessable income. As of March 31, 2025, the operations in the Malaysia generated $8,090 of cumulative net operating profits.

F-13

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

11. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

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

	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of revenue						Accounts receivable

Customer A	$	-	$	49,476		-	%		10	%	$	-	$	33,024
Customer B	$	525,467	$	238,952		52	%		51	%	$	-	$	-
Customer C	$	257,974	$	-		26	%		-	%	$	-	$	-
	$	783,441	$	288,428		78	%		61	%	$	-	$	33,024

(b) Major vendors

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

	2025		2024		2025			2024			2025		2024
	Purchase				Percentage of purchase						Accounts payable

Vendor A	$	-	$	27,640		-	%		14	%	$	-	$	1,431
Vendor B	$	499,738	$	79,705		68	%		40	%	$	242	$	10,433
Vendor C	$	-	$	22,818		-	%		11	%	$	-	$	15,665
Vendor D	$	113,713	$	-		15	%		-	%	$	42,905	$	-
	$	613,451	$	130,163		83	%		65	%	$	43,147	$	27,529

All vendors are located in Malaysia.

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

(d) Exchange rate risk

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

F-14

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

12. 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 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 Public Bank Berhad’s base lending rate as a reference for discount rate.

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

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

	As of March 31, 2025			As of December 31, 2024
As of beginning of the period/year	$	-		$	-
Add: New lease commenced on March 1, 2025		161,099			-
Accumulated amortization		(1,819	)		-
Effect of translation exchange		(6	)		-
Balance as of end of the period/year	$	159,274		$	-

As of March 31, 2025 and December 31, 2024, the amortization of the operating lease right of use asset are $1,819 and $0 respectively.

F-15

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

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

As of January 1, 2025	$	-
Add: New lease commenced on March 1, 2025		161,099
Less: gross repayment		(2,696	)
Add: imputed interest		877
Effect of translation exchange		(6	)
Balance as of March 31, 2025	$	159,274
Less: lease liability current portion		(24,572	)
Lease liability non-current portion	$	134,702

Maturities of operating lease obligation as follow:

Year ending
December 31, 2025		18,824
December 31, 2026		24,011
December 31, 2027		25,662
December 31, 2028		27,427
December 31, 2029		29,313
December 31, 2030		31,330
December 31, 2031		2,707
Total	$	159,274

Other information:

	As of March 31, 2025			As of December 31, 2024
		(unaudited)			(audited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease	$	2,696		$	-
Right-of-use assets obtained in exchange for operating lease liabilities		-			-
Remaining lease term for operating lease (years)		6			-
Weighted average discount rate for operating lease		6.6	%		-	%

As of March 31, 2025 and December 31, 2024, lease expenses were $1,819 and $0 respectively.

13. RELATED PARTY TRANSACTIONS

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

	For the period ended March 31, 2025		For the period ended March 31, 2024
Professional Fees:
- Related party A	$	4,292	$	1,500

Sales
- Related party B	$	1,284	$	2,559

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.

F-16

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

14. SEGMENTED INFORMATION

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

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

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

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

Revenue	$	-		$	1,001,186		$	1,001,186
Cost of revenue		-			(738,139	)		(738,139	)
Gross profit		-			263,047			263,047
Selling, general and administrative expenses and other income		(15,683	)		(102,589	)		(118,272	)
Finance cost		-			(2,198	)		(2,198	)
Operating expenses
Lease expense		-			(1,819	)		(1,819	)
Profit from operations		(15,683	)		156,441			140,758

Total assets	$	31,753		$	823,423		$	855,176
Capital expenditure	$	-		$	1,346		$	1,346

By Country	Malaysia			Non-Malaysia			Total
	For the period ended March 31, 2025
By Country	Malaysia			Non-Malaysia			Total

Revenue	$	1,001,186		$	-		$	1,001,186
Cost of revenue		(738,139	)		-			(738,139	)
Gross profit		263,047			-			263,047
Selling, general and administrative expenses and other income		(101,593	)		(16,679	)		(118,272	)
Finance cost		(2,198	)		-			(2,198	)
Lease expense		(1,819	)		-			(1,819	)
Profit from operations		157,437			(16,679	)		140,758

Total assets	$	762,236		$	92,940		$	855,176
Capital expenditure	$	1,346		$	-		$	1,346

F-17

DSWISS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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

(UNAUDITED)

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

Revenue	$	-		$	471,377		$	471,377
Cost of revenue		-			(201,492	)		(201,492	)
Gross profit		-			269,885			269,885
Selling, general and administrative expenses and other income		(12,977	)		(78,414	)		(91,391	)
Operating expenses		-			(329	)		(329	)
Finance cost		-			(342	)		(342	)
(Loss)/Profit from operations		(12,977	)		190,800			177,823

Total assets	$	42,382		$	399,826		$	442,208
Capital expenditure	$	-		$	-		$	-

By Country	Malaysia			Non-Malaysia			Total
	For the period ended March 31, 2024
By Country	Malaysia			Non-Malaysia			Total

Revenue	$	471,377		$	-		$	471,377
Cost of revenue		(201,492	)		-			(201,492	)
Gross profit		269,885			-			269,885
Selling, general and administrative expenses and other income		(77,616	)		(13,775	)		(91,391	)
Operating expenses		-			(329	)		(329	)
Finance cost		(342	)		-			(342	)
Profit/(Loss) from operations		191,927			(14,104	)		177,823

Total assets	$	375,792		$	66,416		$	442,208
Capital expenditure	$	-		$	-		$	-

15. 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 March 31, 2025 up through the date the Company issued the consolidated financial statements.

F-18

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

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

Company Overview

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

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

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

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

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

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

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

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

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

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

Results of Operation

For the Three Months Ended March 31, 2025 and March 31, 2024.

For the three months ended March 31, 2025 and 2024, we realized revenue in the amount of $1,001,186 and $471,377 respectively. Our gross profits for the three months ended March 31, 2025 and 2024 were $263,047 and $269,885 respectively, which is lesser $6,838 for the three months ended March 31, 2024 due to higher cost of revenue incurred for the three months ended March 31, 2025.

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

Our net profit for the three months ended March 31, 2025 and 2024 were $138,736 and $177,665 respectively.

Liquidity and Capital Resources

For the three months ended March 31, 2025 and 2024, we had cash and cash equivalents of $304,637 and $304,885 respectively. We have negative operating cash flow and our working capital has been and will continue to be significant. As a result, we have increased our sales resulting an increase in our overall revenue. We need to meet our working capital requirements to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.

Operating Activities

For the three months ended March 31, 2025, net cash used in operating activities was $84,751, compared to net cash generated from operating activities was $62,517 in the prior period. The operating cash flow performance primarily reflects decrease in other payables and accrued liabilities to the prior period.

Investing Activities

For the three months ended March 31, 2025, net cash used in investing activities was $1,346, reflecting the purchase of plant and equipment. For the three months ended March 31, 2024, net cash generated from investing activities was

$274, reflecting the disposal of plant and equipment.

Financing Activity

For the three months ended March 31, 2025 and 2024, net cash used in financing activity were $8,222 and $3,963 respectively resulted from the repayment of finance lease.

Contractual Obligations, Commitments and Contingencies

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

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2025.

Recently adopted accounting standards

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

Recent accounting pronouncements

The Company 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 3 Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4 Controls and Procedures.

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2025. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2025, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

ITEM 6. Exhibits

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

* Filed herewith.

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: May 15, 2025

	By:	*/s/ Leong Ming Chia*
	Title:	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer)

DSwiss Inc 10-Q