10-Q - DQWS - Equibles

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

ForThe Quarterly Period Ended September 30, 2021

☐

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<br> or other jurisdiction	(I.R.S.<br> Employer
of<br> incorporation or organization)	Identification<br> No.)

Unit18-11, 18-12 & 18-01, Tower A, Vertical Business Suite,

Avenue3, Bangsar South, No.8 Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

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

Securities

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

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common<br> Stock	DQWS	The<br> 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 ☒

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

Yes ☐ No ☒

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

Class	Outstanding at September 30, 2021
Common<br> Stock, $.0001 par value	206,904,600

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM<br> 1.	UNAUDITED<br> CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed<br> Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	F-2
	Condensed<br> Consolidated Statements of Operations and Comprehensive Income for the Nine Months Ended September 30, 2021 and 2020	F-3
	Condensed<br> Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2021	F-4
	Condensed<br> Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	F-5
	Notes<br> to the Condensed Consolidated Financial Statements	F-6<br> - F-15
ITEM<br> 2.	MANAGEMENT’S<br> DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-6
ITEM<br> 3.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM<br> 4.	CONTROLS<br> AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM<br> 1	LEGAL<br> PROCEEDINGS	7
ITEM<br> 2	UNREGISTERED<br> SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM<br> 3	DEFAULTS<br> UPON SENIOR SECURITIES	7
ITEM<br> 4	MINE<br> SAFETY DISCLOSURES	7
ITEM<br> 5	OTHER<br> INFORMATION	7
ITEM<br> 6	EXHIBITS	8
SIGNATURES		9

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DSWISS,

INC.

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Nine Months Ended September 30, 2021 and 2020	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2021	F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	F-5
Notes to the Condensed Consolidated Financial Statements	F-6<br> - F-15

| F-1 |

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PART

I FINANCIAL INFORMATION

Item1. Unaudited condensed consolidated financial statements:

DSWISS,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

As

of September 30, 2021, and December 31, 2020

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

			December 31,<br> <br>2020
			Audited
ASSETS
CURRENT ASSETS
Cash and cash<br> equivalents	195,032		$	158,004
Accounts receivable	143,397			9,146
Other receivable, prepaid<br> expenses and deposit	23,136			33,604
Income tax receivables	714			434
Inventories	28,792			37,995
Total<br> Current Assets	391,071			239,183
NON-CURRENT ASSETS
Property and equipment,<br> net	40,303		$	51,953
Intangible assets, net	5,022			5,565
Operating<br> lease right -of-use, net	11,497			47,653
Total<br> Non-Current Assets	56,822			105,171
TOTAL<br> ASSETS	447,893		$	344,354
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	35,117		$	1,213
Other payables and accrued<br> liabilities	307,768			164,013
Operating lease liability	11,772			48,114
Amounts due to a director	45,124			155,437
Finance lease liability	8,628			9,876
Current<br> tax liabilities	174			2,887
Total<br> Current Liabilities	408,583			381,540
NON- CURRENT LIABILITIES
Finance<br> lease liability	25,775		$	32,318
Total non-current liabilities	25,775			32,318
TOTAL<br> LIABILITIES	434,358		$	413,858
STOCKHOLDERS’ EQUITY
Preferred stock, 0.0001<br> par value, 200,000,000 shares authorized, None issued and outstanding	-			-
Common stock, 0.0001<br> par value, 600,000,000<br> shares authorized, 206,904,600<br> and 206,904,600<br> shares issued and outstanding as of September 30, 2021 and<br> December 31, 2020 respectively	20,690		$	20,690
Additional paid-in capital	1,395,426			1,395,426
Accumulated other comprehensive<br> losses	(30,115	)		(28,177	)
Accumulated deficit	(1,383,091	)		(1,483,170	)
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY	2,910		$	(95,231	)
NON-CONTROLLING INTEREST	10,625			25,727
TOTAL STOCKHOLDERS’<br> EQUITY	13,535			(69,504	)
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY	447,893		$	344,354

All values are in US Dollars.

See

accompanying notes to condensed consolidated financial statements.

| F-2 |

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DSWISS,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND

COMPREHENSIVE INCOME

FOR

THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

	2021		2020		2021		2020
	Three<br> months ended September 30,				Nine<br> months ended September 30,
	2021		2020		2021		2020

REVENUE
COST OF REVENUE		)		)		)		)
GROSS PROFIT
OTHER INCOME
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		)		)		)		)
OPERATING EXPENSES				)		)		)
FINANCE COST		)				)		)
OTHER OPERATING EXPENSES		)		)		)		)
PROFIT / (LOSS)<br> BEFORE INCOME TAX				)				)
INCOME TAX PROVISION
NET INCOME / (LOSS)				)				)
Non-Controlling Interest								)
Other comprehensive (loss)/income
Foreign<br> currency translation adjustment		)		)		)
TOTAL COMPREHENSIVE<br> INCOME / (LOSS)				)				)
NET INCOME/LOSS PER SHARE – BASIC AND<br> DILUTED (Cent)
WEIGHTED AVERAGE NUMBER<br> OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED

All values are in US Dollars.

See

accompanying notes to condensed consolidated financial statements.

| F-3 |

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DSWISS,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2021

(Currencyexpressed in United States Dollars (“US$”))

(Unaudited)

Nine months Ended September 30, 2021 (Unaudited)
	Number<br> of shares		Amount		ADDITIONAL<br><br> PAID-IN<br> CAPITAL		ACCUMULATED<br><br> COMPREHENSIVE<br> INCOME/(LOSS)			ACCUMULATED<br> <br>(DEFICIT)			NON-<br><br> CONTROLLING INTEREST			TOTAL<br><br> EQUITY
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	COMMON<br> SHARES
	Number<br> of shares		Amount		ADDITIONAL<br><br> PAID-IN<br> CAPITAL		ACCUMULATED<br><br>OTHER<br><br> COMPREHENSIVE<br> LOSS			ACCUMULATED<br> <br>(DEFICIT)			NON-<br><br> CONTROLLING INTEREST			TOTAL<br><br> EQUITY
Balance as of December 31, 2020<br> <br>(audited)		206,904,600		20,690		1,395,426		(28,177	)		(1,483,170	)		25,727			(69,504	)
Foreign currency translation adjustment		-		-		-		(1,938	)		-			(1,868	)		(3,806	)
Net profit for<br> the period		-		-		-		-			100,079			(13,234	)		86,845
Balance as of September<br><br>30, 2021		206,904,600		20,690		1,395,426		(30,115	)		(1,383,091	)		10,625			13,535
Three months Ended September 30, 2021 (Unaudited)
---
	COMMON<br> SHARES
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number<br> of shares		Amount		ADDITIONAL<br><br> PAID-IN<br> CAPITAL		ACCUMULATED<br><br> <br>OTHER<br><br> COMPREHENSIVE<br> LOSS			ACCUMULATED<br> <br>(DEFICIT)			NON-<br><br> CONTROLLING INTEREST			TOTAL<br><br> EQUITY
Balance as of June <br>30, 2021		206,904,600		20,690		1,395,426		(27,351	)		(1,469,970	)		19,854			(61,351	)
Foreign currency translation adjustment		-		-		-		(2,764	)		-			(45	)		(2,809	)
Net profit for<br> the period		-		-		-		-			86,879			(9,184	)		77,695
Balance as of September 30, 2021		206,904,600		20,690		1,395,426		(30,115	)		(1,383,091	)		10,625			13,535

Nine months Ended September 30, 2020 (Unaudited)
	COMMON SHARES
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number<br> of shares		Amount		ADDITIONAL<br><br> PAID-IN<br><br> CAPITAL		ACCUMULATED OTHER<br><br> COMPREHENSIVE<br><br> LOSS			ACCUMULATED<br><br> <br>(DEFICIT)			NON-<br><br> CONTROLLING INTEREST		TOTAL<br><br> EQUITY
Balance<br> as of December 31, 2019		206,904,600		20,690		1,395,426		(34,564	)		(1,490,845	)		4,851		(104,442	)
Foreign<br> currency translation adjustment		-		-		-		7,836			-			587		8,423
Net<br> loss for the period		-		-		-		-			(9,046	)		6,019		(3,027	)
Balance<br> as of September<br><br> <br>30,<br> 2020		206,904,600		20,690		1,395,426		(26,728	)		(1,499,891	)		11,457		(99,046	)
Three months Ended September 30, 2020 (Unaudited)
---
	COMMON<br> SHARES
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Number<br> of shares		Amount		ADDITIONAL<br><br> PAID-IN<br> CAPITAL		ACCUMULATED<br><br> OTHER<br><br> COMPREHENSIVE<br> LOSS			ACCUMULATED<br> <br>(DEFICIT)			NON-<br><br> CONTROLLING INTEREST			TOTAL<br><br> EQUITY
Balance as of June <br>30, 2020		206,904,600		20,690		1,395,426		(15,712	)		(1,491,534	)		13,675			(77,455	)
Foreign currency translation adjustment		-		-		-		(11,016	)		-			337			(10,679	)
Net loss for the period		-		-		-		-			(8,357	)		(2,555	)		(10,912	)
Balance as of September 30, 2020		206,904,600		20,690		1,395,426		(26,728	)		(1,499,891	)		11,457			(99,046	)

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DSWISS,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

(Unaudited)

	2021			2020
	Nine<br> months ended September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit<br> / (loss)	$	86,845		$	(3,027	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Depreciation and amortization		48,469			46,966
Amortization for intangible<br> assets		518			780
Waiver of accounts payable		-			(20,513	)
Accounts receivable written-off		-			20,417
Plant and equipment written-off		-			435
Changes in operating assets<br> and liabilities:
Accounts payable		33,949			36,322
Accounts receivable		(134,594	)		(21,564	)
Other payables and accrued<br> liabilities		161,819			(30,800	)
Lease liabilities		(34,537	)		(33,303	)
Inventories		7,777			(16,922	)
Amount due to director		(108,233	)		25,581
Prepayments,<br> deposits & other receivables		3,413			52,615
Cash generated from operations		65,426			56,987
Tax refund		(2,690	)		-
Tax<br> paid		(297	)		(340	)
Net<br> cash generated from operating activities		62,439			56,647
CASH FLOWS FROM INVESTING<br> ACTIVITY:
Purchase<br> of property and equipment		(4,399	)		(1,984	)
Net<br> cash used in investing activity		(4,399	)		(1,984	)
CASH FLOWS FROM FINANCING<br> ACTIVITY:
Repayment of finance<br> lease		(6,208	)		(5,956	)
Net<br> cash used in financing activity		(6,208	)		(5,956	)
Effect of exchange rate<br>changes		(14,804	)		7,673
Net increase in cash and cash equivalents		37,028			56,380
Cash and cash equivalents,<br> beginning of period		158,004			48,353
CASH<br> AND CASH EQUIVALENTS, END OF PERIOD	$	195,032		$	104,733
SUPPLEMENTAL CASH FLOWS<br> INFORMATION
Income taxes paid	$	297		$	340
Interest paid	$	2,155		$	1,541

See

accompanying notes to condensed consolidated financial statements.

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(Currencyexpressed 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 and its subsidiaries is to supply high quality beauty products directly to clients through wholly owned subsidiaries. Our beauty supplies include, but are not limited to, beverages to assist in weight loss, anti-aging cream, and products designed to improve the overall health and wellness of clients.

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

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.

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

SCHEDULE OF VARIABLE INTEREST ENTITY

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

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

| F-6 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

2.

GOING CONCERN UNCERTAINTIES

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

As

of September 30, 2021, the Company suffered an accumulated deficit of $1,383,091

and having net current liabilities

of $17,512 for period ended September 30, 2021. The continuation of the Company as a going concern through September 30, 2021 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.

These and other factors 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

Basis of presentation

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

Basis of consolidation

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

Use of estimates

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

Revenue recognition

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

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

The Company mainly derives its revenue from the sale of healthy food products. The Company also provides lab test services as another source of revenue. Generally, the Company recognizes revenue when products are sold and accepted by the customers and there are no continuing obligations to the customer.

Cost of revenue

Cost of revenue includes the raw material, repacking fees, packing materials and inbound freight charges. It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues.

| F-7 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(Currencyexpressed 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.

Property and equipment

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

SUMMARY OF PROPERTY AND EQUIPMENT USEFUL LIFE

Classification	Estimated<br> useful lives
Computer and software	5 years
Furniture and fittings	5 years
Office equipment	10 years
Motor vehicle	5 years

Intangible assets

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

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 14).

Income taxes

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

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

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

| F-8 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

Net income per share

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

Foreign currencies translation

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

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

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

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

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION


		2020
Period-end RM : US1 exchange rate	4.19		4.16
Period-average RM : US1 exchange rate	4.12		4.22
Period-end HK : US1 exchange rate	7.79		7.75
Period-average HK : US1 exchange rate	7.77		7.76
Period-end RMB : US1 exchange rate	6.46		6.79
Period-average RMB : US1 exchange rate	6.47		6.99

All values are in US Dollars.

| F-9 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(Currencyexpressed 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, trade receivables, deposits, trade 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:

Level1: Observable inputs such as quoted prices in active markets;

Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level3: 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 nine months ended September 30, 2020, the Company operates in four reportable operating segments in Malaysia, China and Hong Kong.

Recent accounting pronouncements

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

| F-10 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

4.

VIE STRUCTURE AND ARRANGEMENTS

On

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

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

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

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

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

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

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

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

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

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

| F-11 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

5.

STOCKHOLDERS’ EQUITY

As

of September 30, 2021, the Company had a total of 206,904,600 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

6.

PROPERTY AND EQUIPMENT

SCHEDULE OF PLANT AND EQUIPMENT

	September<br> 30, 2021			December<br> 31, 2020
Computers and software	$	98,757		$	96,508
Furniture and fittings		6,144			6,144
Office equipment		13,118			11,113
Motor vehicles		79,054			79,054
Total property and equipment	$	197,072		$	192,819
Accumulated depreciation		(152,627	)		(138,371	)
Effect of translation<br> exchange		(4,143	)		(2,495	)
Property and equipment,<br> net	$	40,303		$	51,953

Depreciation

expense for the three months and nine months ended September 30, 2021 were $4,715

and $14,100

respectively.

Depreciation

expense for the three months and nine months ended September 30, 2020 were $4,738 and $13,990 respectively.

7.

INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

	September<br> 30, 2021			December<br> 31, 2020
Trademarks	$	12,077		$	12,077
Amortization		(6,619	)		(6,101	)
Effect of translation<br> exchange		(436	)		(411	)
Intangible assets, net	$	5,022		$	5,565

Amortization for the three months and nine months ended September 30, 2021 was $0

and $518

respectively.

Amortization

for the three months and nine months ended September 30, 2020 was $260 and $780 respectively.

8.

OTHER RECEIVABLE, PREPAID EXPENSES AND DEPOSITS

SCHEDULE OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

	September<br> 30, 2021		December31, 2020
Prepaid expenses	$	973	$	1,470
Deposits		22,163		32,134
Total prepaid expenses<br> and deposits	$	23,136	$	33,604

9.

INVENTORIES

SCHEDULE OF INVENTORIES

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

10.

OTHER PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

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

| F-12 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

11.

FINANCE LEASE LIABILITY

The

Company purchased a motor vehicle under a finance lease agreement with the effective interest rate of 3.73 % per annum, due through June, 2025, with principal and interest payable monthly. The obligation under the finance lease is as follows:

SCHEDULE

OF OBLIGATION UNDER FINANCE LEASE

	As of			As of
	September 30, 2021			December<br> 31, 2020
Finance lease	$	37,285		$	46,490
Less: interest expense		(2,882	)		(4,296	)
Net present value of<br> finance lease		34,403			42,194
Current portion		8,628			9,876
Non-current portion		25,775			32,318
Total	$	34,403		$	42,194

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

SCHEDULE OF MATURITIES OF FINANCE LEASE

2021		2,120
2022		8,728
2023		9,129
2024		9,530
2025		4,896
Total	$	34,403

12.

INCOME TAXES

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

SCHEDULE OF COMPONENTS OF INCOME LOSS BEFORE INCOME TAXES

	2021			2020
Tax jurisdictions from:
- Local	$	(25,073	)	$	(47,122	)
- Foreign, representing
Seychelles		(1,427	)		(1,593	)
Hong Kong		(4,567	)		(1,879	)
Malaysia		117,912			40,861
PRC		-			6,706
Profit / (Loss)<br> before income tax	$	86,845		$	(3,027	)

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

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

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

UnitedStates of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of September 30, 2021, the operations in the United States of America incurred $410,622 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 21%. The net operating loss carry forwards begin to expire in 2038, if unutilized. The Company has provided for a full valuation allowance of $86,231 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.

HongKong

DSwiss

(HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5

%

on its assessable income. As of September 30, 2021, the operations in the Hong Kong incurred $626,782

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 $103,419 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 17% to 24% on its assessable income. As of September 30, 2021, the operations in the Malaysia incurred $354,782 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 17%. The Company has provided for a full valuation allowance of $60,313 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-13 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

13.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

SCHEDULE OF CONCENTRATIONS OF RISKS

(a) Major customers

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

	2021		2020		2021					2021
	Revenues				Percentage<br> of <br> revenues					Accounts<br> <br>receivable, trade
Customer A	$	448,788	$	120,988		61	%	49	%	$	-	-
Customer B	$	-	$	64,637		-	%	26	%	$	-	-
Customer C	$	-	$	-		-	%	-	%	$	-	-
Customer D	$	135,382	$	-		19	%	-	%	$	72,465	-
	$	584,170	$	185,625		80	%	75	%	$	72,465	-

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

	2021		2020		2021					2021
	Revenues				Percentage of revenues					Accounts receivable, trade
Customer<br> A	$	723,743	$	293,377		57	%	29	%	$	-	-
Customer<br> B	$	-	$	120,988		-	%	12	%	$	-	-
Customer<br> C	$	-	$	115,068		-	%	11	%	$	-	-
Customer<br> D	$	267,912	$	-		21	%	-		$	72,465	-
	$	991,655	$	529,433		78	%	52	%	$	72,465	-

(b) Major vendors

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

	2021		2020		2021					2021
	Purchases				Percentage<br> of <br> purchases					Accounts<br> <br>payable, trade
Vendor A	$	-	$	21,309		-	%	13	%	$	-	-
Vendor B	$	252,888	$	20,480		43	%	13	%	$	15,396	-
Vendor C	$	-	$	17,994		-	%	11	%	$	-	-
	$	252,888	$	59,783		43	%	37	%	$	15,396	-

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

	2021		2020		2021					2021
	Purchases				Percentage<br> of <br> purchases					Accounts<br> <br>payable, trade
Vendor A	$	-	$	207,732		-	%	28	%	$	-	-
Vendor B	$	505,129	$	122,841		53	%	16	%	$	15,396	-
Vendor C	$	-	$	105,953		-	%	14	%	$	-	-
	$	505,129	$	436,526		53	%	58	%	$	-	-

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 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 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 FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

(UNAUDITED)

14.

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

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

As

of January 1, 2019, the Company recognized approximately US$136,308, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2019, with discounted rate of 4.47% adopted from Public Bank Berhad’s base lending rate as a reference for discount rate.

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

The operating lease right and lease liability as follow:

As of September 30, 2021, operating lease right of use asset as follow:

SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET

Right-Of-Use Assets
As of January 1, 2021	$	47,653
Amortization for the three months ended March 31, 2021		(11,744	)
Foreign exchange translation		(480	)
Balance as of March 31, 2021	$	35,429
Amortization for the three months ended June 30, 2021		(11,875	)
Foreign exchange translation		(500	)
Balance as of June 30, 2021	$	23,054
Amortization for the three months ended September 30, 2021		(11,366	)
Foreign exchange translation		(191	)
Balance as of September 30, 2021	$	11,497

For

the three months ended September 30, 2021 and 2020, the amortization of the operating lease right of use asset are $11,366 and $11,208 respectively.

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

SCHEDULE OF OPERATING LEASE LIABILITY

Lease Liability
As of January 1, 2021	$	48,114
Imputed interest		447
Gross repayment		(12,241	)
Foreign exchange<br> translation		(34	)
Balance as of March 31, 2021	$	36,286
Imputed interest		311
Gross repayment		(12,114	)
Foreign exchange translation		(874	)
Balance as of June 30, 2021	$	23,609
Imputed interest		177
Gross repayment		(12,014	)
Foreign exchange translation		(1	)
Balance as of September 30, 2021		11,772
Less: lease liability<br> current portion		11,772

Maturities of operating lease obligation as follow:

SCHEDULE OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending
December<br> 31, 2021		11,772
Total	$	11,772

Other information:

SCHEDULE OF OPERATING LEASE OTHER INFORMATION

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

Lease

expenses were $34,369

for the period ended September 30, 2021, respectively

while lease expenses were $45,312 for the year ended December 31, 2020.

15.

RELATED PARTY TRANSACTIONS

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

SCHEDULE OF RELATED PARTY

TRANSACTION

	For the period ended<br> <br>September 30,<br> <br>2021<br><br> <br><br><br><br><br><br><br><br><br>(Unaudited)		For the period ended<br> <br>September 30,<br> <br>2020<br><br> <br><br><br><br><br><br><br><br><br>(Unaudited)
Professional Fees:
- Related party A	$	8,000	$	15,700
Sales
- Related party B	$	267,912	$	-
- Related party C		12,953		-
- Related party D		8,364		-
Total	$	297,229	$	15,700

The

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

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

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

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

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

16.

GOING CONCERN

As

of September 30, 2021, the Company suffered an accumulated deficit of $1,383,091

and having net current liabilities

17.

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 September 30, 2021 up through the date the Company issued the consolidated financial statements.

18.

SIGNIFICANT EVENTS

During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates.

The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.

| F-15 |

| --- |

Item2. Management’s discussion and analysis of financial condition and results of operations

Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form10-K for the year ended December 31, 2020 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. Thefollowing discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidatedfinancial statements included elsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate 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 guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.8, dated July 20, 2016 in the sectionentitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differfrom these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transitionreport on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statementsand notes thereto that appear elsewhere in this report.

CompanyOverview

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

Our Company is a beauty supply company formed with the goal of supplying high quality medical, health and 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, Thailand, Indonesia, Hong Kong and China. However, we have intentions to expand to Myanmar, Macau, Vietnam and Cambodia, and subsequent to that we will make efforts to expand throughout the world a premier biotech-nutraceutical company, supplying high-quality medical, health and beauty products, including beverages to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body.

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 medicinal scope need to be registered 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 are 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.

Resultsof Operation

Forthe Three Months and Nine Months Ended September 30, 2021 and September 30, 2020.

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

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*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 income for three months ended September 30, 2021 was $77,695 and our net income for nine months ended September 30, 2021 was $ 86,845 while the net loss for the three and nine months ended September 30, 2020 were $10,912 and $3,027. We attribute this increase in profit due to increase product sales and market share.

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

Liquidityand Capital Resources

For the nine months ended September 30, 2021, we had cash and cash equivalents of $195,032. We have positive operating cash flows and our working capital has been and will continue to be significant. We need to meet our working capital requirements and to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.

OperatingActivities

For the nine months ended September 30, 2021, net cash generated from operating activities was $62,439, compared to net cash generated from operating activities of $56,647 in the prior year. The operating cash flow performance primarily reflects decrease in prepaid expenses and deposits compared and increase in account payable to the prior year.

InvestingActivities

For the nine months ended September 30, 2021, net cash used in investing activities was $4,399 reflecting the cost in purchase of property, plant and equipment. For the nine months ended September 30, 2020, net cash used in investing activities was $1,984.

FinancingActivities

For the nine months ended September 30, 2021, net cash used for financing activities was $6,208 resulted from the repayment of finance lease. For the nine months ended September 30, 2020, net cash used for financing activities was $5,956 resulted from the repayment of finance lease.

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CapitalExpenditures

Our capital expenditures primarily relate to the acquisition of property and equipment. There is a $4,399 used to purchase the computer and software and office equipment for the nine months periods ended September 30, 2021. Our capital expenditure for the nine months periods ended September 30, 2020 was $1,984.

CreditFacilities

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

ContractualObligations, Commitments and Contingencies

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

Off-balanceSheet Arrangements

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

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AdditionalInformation

VIE

STRUCTURE AND ARRANGEMENTS

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

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

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

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

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Item3 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.

Item4 Controls and Procedures.

Evaluationof Disclosure Controls and Procedures:

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2021, 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.

Changesin Internal Control over Financial Reporting:

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

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PART

II — OTHER INFORMATION

Item1. 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.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

None.

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ITEM6. Exhibits

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

* Filed herewith.

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SIGNATURES

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

	DSWISS,<br> INC.
	(Name<br> of Registrant)
Date:<br> November 15, 2021
	By:	/s/ Leong Ming Chia
	Title:	President,<br> Chief Executive Officer, <br><br> Chief Financial Officer, Treasurer, Secretary and Director
		(Principal<br> Executive Officer, Principal Financial Officer)

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EXHIBIT31.1

CERTIFICATION

I, LEONG MING CHIA, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DSwiss, Inc. (the “Company”) for the quarter ended September 30, 2021;

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

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

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

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

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

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 15, 2021	By:	/s/ Leong Ming Chia
---	---	---
		LEONG<br> MING CHIA
		President,<br> Chief Executive Officer, <br><br> Chief Financial Officer, Treasurer, Secretary and Director
		(Principal<br> Executive Officer, Principal Financial Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DSwiss, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

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

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

Date:<br> November 15, 2021	By:	/s/ Leong Ming Chia
		LEONG<br> MING CHIA
		President,<br> Chief Executive Officer, <br><br> Chief Financial Officer, Treasurer, Secretary and Director
		(Principal<br> Executive Officer, Principal Financial Officer)

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