10-Q

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 ### March 31, 2023

or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF

THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______________to _______________

Commission

File Number 333-208083

DSwiss,Inc.

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

Nevada	47-4215595
(State<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 ☒

Emerging growth company ☒

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

Yes ☐ No ☒

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

Class	Outstanding at March 31, 2023
Common<br> Stock, $.0001 par value	206,904,585

TABLE

OF CONTENTS

---

		Page
PART I	FINANCIAL INFORMATION
ITEM<br> 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6<br> - F-18
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-6
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM<br> 4.	CONTROLS AND PROCEDURES	7
PART II	OTHER INFORMATION
ITEM<br> 1	LEGAL PROCEEDINGS	8
ITEM<br> 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM<br> 3	DEFAULTS UPON SENIOR SECURITIES	8
ITEM<br> 4	MINE SAFETY DISCLOSURES	8
ITEM<br> 5	OTHER INFORMATION	8
ITEM<br> 6	EXHIBITS	9
SIGNATURES		10

| 1 |

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DSWISS,

INC.

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	F-5
Notes to the Condensed Consolidated Financial Statements	F-6<br> - F-18

| F-1 |

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PART

I FINANCIAL INFORMATION

Item1. Unaudited condensed consolidated financial statements:

DSWISS,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

As

of March 31, 2023 and December 31, 2022

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

---

			December 31,<br> <br>2022
			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	154,834		$	214,269
Accounts receivable	31,427			17,492
Other receivables, prepaid expenses and deposit	19,882			21,749
Tax recoverable	744			745
Inventories	5,728			7,483
Total Current Assets	212,615			261,738
NON-CURRENT ASSETS
Plant and equipment, net	64,578			72,179
Intangible assets, net	3,184			3,459
Operating lease right -of-use, net	33,579			44,548
Total Non-Current Assets	101,341			120,186
TOTAL ASSETS	313,956		$	381,924
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	15,283		$	29,539
Other payables and accrued liabilities	138,630			154,710
Finance lease liability	12,431			16,515
Operating lease liability	33,579			44,548
Total Current Liabilities	199,923			245,312
NON- CURRENT LIABILITIES
Finance lease liability	38,397			38,461
Total non-current liabilities	38,397			38,461
TOTAL LIABILITIES	238,320		$	283,773
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, 2023 and December 31, 2022 respectively	20,690		$	20,690
Additional paid-in capital	1,395,426			1,395,426
Accumulated other comprehensive income/(loss)	37,061			(5,846	)
Accumulated deficit	(1,377,541	)		(1,324,002	)
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY	75,636		$	86,268
NON-CONTROLLING INTEREST	-			11,883
TOTAL STOCKHOLDERS’ EQUITY	75,636			98,151
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	313,956		$	381,924

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 ENDED MARCH 31, 2023 AND 2022

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

(Unaudited)

	Three months ended March 31,
	2023			2022
REVENUE	$	265,921		$	447,637
COST OF REVENUE		(183,937	)		(332,375	)
GROSS PROFIT		81,984			115,262
OTHER INCOME		1,504			4,684
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(87,799	)		(72,339	)
OPERATING EXPENSES		(414	)		(440	)
FINANCE COST		(1,051	)		(2,029	)
LEASE EXPENSES		(10,976	)		(10,873	)
OTHER OPERATING EXPENSES		-			-
(LOSS)/PROFIT BEFORE INCOME TAX		(16,752	)		34,265
TAXATION		(171	)		-
NET (LOSS)/PROFIT	$	(16,923	)		34,265
Non-Controlling Interest		-			(3,357	)
Other comprehensive income/(loss):
- Foreign currency translation adjustment		42,907			(697	)
Comprehensive income		25,984			30,211
Net income per share- Basic and diluted		0.0001			0.0001
Weighted average number of common shares outstanding – Basic and diluted		206,904,585			206,904,585

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 THREE MONTHS ENDED MARCH 31, 2023

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

(unaudited)

Three

Months Ended March 31, 2023 (Unaudited)

---

	COMMON STOCK				ADDITIONAL		ACCUMULATED<br> <br>OTHER						NON-
	Number of <br>shares		Amount		PAID-IN<br> <br>CAPITAL		COMPREHENSIVE<br> <br>INCOME/(LOSS)			ACCUMULATED<br> <br>DEFICIT			CONTROLLING<br> <br>INTEREST			TOTAL<br> <br>EQUITY
Balance as of December 31, 2022 (audited)		206,904,585		20,690		1,395,426		(5,846	)		(1,324,002	)		11,883			98,151
Foreign currency translation adjustment		-		-		-		42,907			-			-			42,907
Changes in ownership interests in an associate		-		-		-		-			(36,616	)		(11,883	)		(48,499	)
Net loss		-		-		-		-			(16,923	)		-			(16,923	)
Balance as of March 31, 2023 (unaudited)		206,904,585		20,690		1,395,426		37,061			(1,377,541	)		-			75,636
Balance		206,904,585		20,690		1,395,426		37,061			(1,377,541	)		-			75,636

Three

Months Ended March 31, 2022 (Unaudited)

	COMMON STOCK				ADDITIONAL		ACCUMULATED<br> <br>OTHER						NON-
	Number of <br>shares		Amount		PAID-IN<br> <br>CAPITAL		COMPREHENSIVE<br> <br>LOSS			ACCUMULATED<br> <br>DEFICIT			CONTROLLING<br> <br>INTEREST			TOTAL<br> <br>EQUITY
Balance as of December 31, 2021 (audited)		206,904,585		20,690		1,395,426		(32,985	)		(1,309,711	)		589			74,009
Balance		206,904,585		20,690		1,395,426		(32,985	)		(1,309,711	)		589			74,009
Foreign currency translation adjustment		-		-		-		(697	)		-			(14	)		(711	)
Net loss		-		-		-		-			30,908			3,357			34,265
Balance as of March 31, 2022 (unaudited)		206,904,600		20,690		1,395,426		(33,682	)		(1,278,803	)		3,932			107,563
Balance		206,904,600		20,690		1,395,426		(33,682	)		(1,278,803	)		3,932			107,563

| F-4 |

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DSWISS,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

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

(Unaudited)

	Three months ended March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
(Loss)/Profit before income tax	$	(16,752	)	$	34,265
Adjustments to reconcile net (loss)/profit to net cash used in operating activities:
Depreciation and amortization		18,514			18,374
Amortization for intangible assets		257			258
Changes in operating assets and liabilities:
Accounts payable		(14,207	)		3,463
Accounts receivable		(13,965	)		(110,828	)
Other payables and accrued liabilities		(16,244	)		62,652
Inventories		1,743			(1,709	)
Other receivables, prepaid expenses and deposits		1,830			3,223
Reduction in lease liability		(10,895	)		(11,652	)
Cash used in operations		(49,719	)		(1,954	)
Tax paid		(171	)		(2,121	)
Net cash used in operating activities		(49,890	)		(4,075	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of plant and equipment		-			(1,495	)
Net cash used in investing activity		-			(1,495	)
CASH FLOWS FROM FINANCING ACTIVITY:
Repayment of finance lease		(4,056	)		(3,935	)
Net cash used in financing activity		(4,056	)		(3,935	)
Effect of exchange rate changes on cash and cash equivalent		(5,489	)		4,042
Net decrease in cash and cash equivalents		(59,435	)		(5,463	)
Cash and cash equivalents, beginning of period		214,269			234,546
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	154,834		$	229,083
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	(171	)	$	(2,751	)
Interest paid	$	(423	)	$	(442	)

See

accompanying notes to condensed consolidated financial statements.

| F-5 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

(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 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, 2023 and 2022 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, 2022. 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, 2023 and 2022 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2022 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, 2022.

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:

SCHEDULE

OF VARIABLE INTEREST ENTITY

	Company name	Place and date<br><br> <br>of incorporation	Particulars of issued<br><br> <br>capital	Principal activities	Proportional<br><br> <br>of ownership interest<br><br> <br>and voting power<br><br> <br>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	Supply of beauty products		100	%
3.	DSwiss Sdn Bhd	Malaysia, March 10, 2011	2 shares of ordinary share of RM 1 each	Supply of beauty products		100	%
4.	DSwiss Biotech Sdn Bhd	Malaysia, March 17, 2016	250,000 shares of ordinary share of RM 1 each	Supply of biotech products		100	%

| F-6 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

(Currencyexpressed 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, 2023, the Company incurred a net loss of $16,923, suffered an accumulated deficit of $1,377,541 and negative operating cash flow of $49,890. These factors raise 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, 2023 were $28, while for the three months ended March 31, 2022 were $29.

| F-7 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

(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.

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:

SUMMARY

OF PROPERTY AND EQUIPMENT USEFUL LIFE

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

Intangible assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in Malaysia and Hong Kong, 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, 2023.

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 10).

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 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

(Currencyexpressed 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 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$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

		2022
Period-end RM : US1 exchange rate	4.42		4.21
Period-average RM : US1 exchange rate	4.39		4.20
Period-end HK : US1 exchange rate	7.85		7.83
Period-average HK : US1 exchange rate	7.84		7.81

All values are in US Dollars.

| F-9 |

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DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

(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, 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:

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 three months ended March 31, 2023, the Company operates in three reportable operating segments in Malaysia and Hong Kong.

Recent accounting pronouncements

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

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

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

| F-10 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

3.

VIE STRUCTURE AND ARRANGEMENTS

On

June 27, 2016, DSwiss (HK) Limited (“DSHK”) entered into a Management Services Agreement (the “Management Services Agreement I”) which entitles DSHK to substantially entitled to all of the economic benefits of DSwiss Biotech Sdn Bhd (“DSBT”) in consideration of services provided by DSHK to DSBT. Pursuant to the Management Services Agreement I, DSHK has the exclusive right to provide to DSBT management, financial and other services related to the operation of DSBT’s business, and DSBT is required to take all commercially reasonable efforts to permit and facilitate the provision of the services provided by DSHK. As compensation for providing the services, DSHK is entitled to receive a fee from DSBT, upon demand, equal to 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 provides 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.

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.

| F-11 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

4.

STOCKHOLDERS’ EQUITY

As

of March 31, 2023, 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.

5.

PLANT AND EQUIPMENT

SCHEDULE

OF PLANT AND EQUIPMENT

	March 31,<br> <br>2023			December 31,<br> <br>2022
Computer and software	$	105,535		$	105,535
Furniture and fittings		6,144			6,144
Office equipment		21,152			21,152
Motor vehicle		135,868			135,868
Total plant and equipment	$	268,699		$	268,699
Accumulated depreciation		(194,773	)		(187,236	)
Effect of translation exchange		(9,348	)		(9,284	)
Plant and equipment, net	$	64,578		$	72,179

Depreciation

expense for the three months ended March 31, 2023 and 2022 were $7,537 and $7,501 respectively.

6.

INTANGIBLE ASSETS

SCHEDULE

OF INTANGIBLE ASSETS

	March 31,<br> <br>2023			December 31,<br> <br>2022
Trademarks	$	12,077		$	12,077
Amortization		(8,421	)		(8,164	)
Effect of translation exchange		(472	)		(454	)
Intangible assets, net	$	3,184		$	3,459

Amortization

for the three months ended March 31, 2023 and March 31, 2022 were $257 and $258, respectively.

7.

OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

SCHEDULE

OF OTHER RECEIVABLES, PREPAID EXPENSES AND DEPOSITS

	March 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Other receivables	$	70	$	-
Prepaid expenses		176		2,080
Deposits		19,636		19,669
Total prepaid expenses and<br> deposits	$	19,882	$	21,749

8.

INVENTORIES

SCHEDULE

OF INVENTORIES

	March 31,<br> <br>2023		December 31,<br> <br>2022
Finished goods, at cost	$	5,728	$	7,483
Total inventories	$	5,728	$	7,483

9.

OTHER PAYABLES AND ACCRUED LIABILITIES

SCHEDULE

OF OTHER PAYABLE AND ACCRUED LIABILITIES

	March 31,<br> <br>2023		December 31,<br> <br>2022
Other payables	$	93,883	$	100,385
Accrued audit fees		19,070		20,266
Accrued other expenses		10,003		16,683
Accrued professional fees		15,674		17,376
Total payables and accrued liabilities	$	138,630	$	154,710

| F-12 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

10.

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 obligation under the finance lease is as follows:

SCHEDULE

OF OBLIGATION UNDER FINANCE LEASE

	As of<br><br> <br>March<br>31, 2023			As of<br><br> <br>December<br>31, 2022
Finance lease	$	54,071		$	58,768
Less: interest expense		(3,243	)		(3,792	)
Net present value of finance lease		50,828			54,976
Current portion		12,431			16,515
Non-current portion		38,397			38,461
Total	$	50,828		$	54,976

As of March 31, 2023 the maturities of the finance lease for each of the years are as follows:

SCHEDULE

OF MATURITIES OF FINANCE LEASE

2023		12,432
2024		17,194
2025		13,131
2026		8,071
Total	$	50,828

| F-13 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

11.

INCOME TAXES

For the three months ended March 2023 and 2022, the local (United States) and foreign components of (loss)/profit before income taxes were comprised of the following:

SCHEDULE

OF COMPONENTS OF INCOME LOSS BEFORE INCOME TAXES

	For the three<br> <br>months ended<br> <br>March 31, 2023			For the three<br> <br>months ended<br> <br>March 31, 2022
Tax jurisdictions from:
- Local	$	(15,398	)	$	(8,742	)
- Foreign, representing
Seychelles		(1,320	)		(453	)
Hong Kong		(1,069	)		(947	)
Malaysia		1,035			44,407
(Loss)/Profit before income tax	$	(16,752	)	$	34,265

The provision for income taxes consisted of the following:

SCHEDULE

OF PROVISION FOR INCOME TAXES

	For the three<br> <br>months ended<br> <br>March 31, 2023			For the three<br> <br>months ended<br> <br>March 31, 2022
Current:
- Local	$	-		$	-
- Foreign		(171	)		-
Deferred:
- Local		-			-
- Foreign		-			-
Income tax expense	$	(171	)	$	-

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:

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 March 31, 2023, the operations in the United States of America incurred $487,549 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 $102,385 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 March 31, 2023, the operations in the Hong Kong incurred $632,172 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 $104,308 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, 2023, the operations in the Malaysia incurred $216,104 of cumulative net operating losses which can be carried forward to offset future taxable income, at the tax rate of 15%. The Company has provided for a full valuation allowance of $32,416 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-14 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

12.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

SCHEDULE

OF CONCENTRATION OF RISK

For three months ended March 31, 2023 and 2022, 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:

	2023		2022		2023			2022			2023		2022
	Revenue				Percentage of revenue						Accounts receivable
Customer A	$	39,864	$	-		15	%		-	%	$	-	$	-
Customer B	$	-	$	71,675		-	%		16	%	$	-	$	-
Customer C	$	36,094	$	101,959		14	%		23	%	$	-	$	50,852
Customer D	$	-	$	82,148		-	%		18	%	$	-	$	-
Customer E	$	51,254	$	58,037		19	%		13	%	$	16,957	$	36,037
Customer F	$	64,171	$	-		24	%		-	%	$	-	$	-
Customer G	$	42,287	$	-		16	%		-	%	$	-	$	-
	$	233,670	$	313,819		88	%		70	%	$	16,957	$	86,889

(b) Major vendors

For three months ended March 31, 2023 and 2022, 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:

	2023		2022		2023			2022			2023		2022
	Purchase				Percentage of purchase						Accounts payable
Vendor A	$	23,998	$	104,929		13	%		31	%	$	-	$	-
Vendor B	$	92,571	$	57,071		50	%		17	%	$	-	$	-
Vendor C	$	24,602	$	72,290		13	%		22	%	$	10,626	$	6,568
	$	141,171	$	234,290		76	%		70	%	$	10,626	$	6,568

All vendors are located in Malaysia.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its 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-15 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

13.

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

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

As

of January 1, 2022, the Company recognized approximately US$92,606, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of January 1, 2022, with discounted rate of 5.4% adopted from Public Bank Berhad’s base lending rate as a reference for discount rate.

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

The operating lease right and lease liability as follow:

As of March 31, 2023 and December 31, 2022, operating lease right of use asset as follow:

SCHEDULE

OF OPERATION LEASE RIGHT OF USE ASSETS

	As of<br><br> <br>March<br>31, 2023			As of<br><br> <br>December<br>31, 2022
As of beginning of the period/year	$	44,548		$	92,606
Accumulated amortization		(10,977	)		(42,310	)
Effect of translation exchange		8			(5,748	)
Balance as of end of the period/year	$	33,579		$	44,548

As

of March 31, 2023 and December 31, 2022, the amortization of the operating lease right of use asset are $10,977 and $42,310 respectively.

| F-16 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

As of March 31, 2023, operating lease liability as follow:

SCHEDULE

OF OPERATING LEASE LIABILITY

As of January 1, 2023	$	44,548
Less: gross repayment		(11,481	)
Add: imputed interest		504
Effect of translation exchange		8
Balance as of March 31, 2023	$	33,579
Less: lease liability current portion		(33,579	)
Lease liability non-current portion	$	-

Maturities of operating lease obligation as follow:

SCHEDULE

OF MATURITIES OF OPERATING LEASE OBLIGATION

Year ending
December 31, 2023		33,579
Total	$	33,579

Other information:

SCHEDULE

OF OPERATING LEASE OTHER INFORMATION

	As of<br><br> <br>March 31, 2023			As of<br><br> <br>December 31, 2022
	(unaudited)			(audited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease	$	10,895		$	42,212
Right-of-use assets obtained in exchange for operating lease liabilities		33,579			44,548
Remaining lease term for operating lease (years)		0.75			1
Weighted average discount rate for operating lease		5.4	%		5.4	%

As

of March 31, 2023 and December 31, 2022, lease expenses were $10,977 and $42,310 respectively.

14.

RELATED PARTY TRANSACTIONS

For the period ended March 31, 2023 the Company has the following transactions with related party:

SCHEDULE

OF RELATED PARTY TRANSACTION

	For the period ended March 31, 2023		For the period ended March 31, 2022
Professional Fees:
- Related party A	$	1,500	$	1,500
Sales
- Related party B	$	-	$	101,959
- Related party C		42,287		3,504
- Related party D		-		-
Total	$	43,787	$	106,963

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. Founder of the Company resigned as director of company B on October 02, 2022 and is no longer a shareholder of company B.

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.

15.

SEGMENTED INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. 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.

| F-17 |

| --- |

DSWISS,

INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS

FOR

THE THREE MONTHS ENDED MARCH 31, 2023

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

(UNAUDITED)

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography*:

SCHEDULE

OF REPORTING SEGMENTS

	Nevada^*^			Seychelles^*^			Hong<br> Kong^*^			Malaysia^*^			Total^*^
	For the period ended March 31, 2023
	Nevada			Seychelles			Hong Kong			Malaysia			Total
Revenues	$	-		$	-		$	-		$	265,921		$	265,921
Cost of revenues		-			-			-			(183,937	)		(183,937	)
Depreciation and amortization		-			-			-			(18,514	)		(18,514	)
Net (loss)/profit before taxation		(15,398	)		(1,320	)		(1,069	)		1,035			(16,752	)
Total assets	$	14,136		$	12,481		$	14,569		$	272,770		$	313,956
	Nevada^*^			Seychelles^*^			Hong<br> Kong^*^			Malaysia^*^			Total^*^
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the period ended March 31, 2022
	Nevada			Seychelles			Hong Kong			Malaysia			Total
Revenues	$	-		$	-		$	-		$	447,637		$	447,637
Cost of revenues		-			-			-			(332,375	)		(332,375	)
Depreciation and amortization		-			-			(258	)		(18,116	)		(18,374	)
Net (loss)/profit before taxation		(8,742	)		(453	)		(947	)		44,407			34,265
Total assets	$	7,204		$	6,397		$	15,810		$	526,563		$	555,974
*	Revenues<br> and costs are attributed to countries based on the location of customers.
---	---

16.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2023 up through the date the Company issued the consolidated financial statements.

| F-18 |

| --- |

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, 2022 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 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.

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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.

Resultsof Operation

Forthe Three Months Ended March 31, 2023 and March 31, 2022.

For the three months ended March 31, 2023 and 2022, we realized revenue in the amount of $265,921 and $447,637 respectively. Our gross profits for the three months ended March 31, 2023 and 2022 were $81,984 and $115,262 respectively, which is less than $33,278 for the three months ended March 31, 2022. 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 loss for the three months ended March 31, 2023 was $16,923 and net profit for the three months ended March 31, 2022 was $34,265.

Liquidityand Capital Resources

For the three months ended March 31, 2023 and 2022, we had cash and cash equivalents of $154,834 and $229,083 respectively. We have negative operating cash flow and 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.

OperatingActivities

For the three months ended March 31, 2023, net cash used in operating activities was $49,890, compared to net cash used in operating activities was $4,075 in the prior period. The operating cash flow performance primarily reflects decrease in accounts payable, other payables and accrued liabilities to the prior period.

InvestingActivities

For the three months ended March 31, 2023 and 2022, net cash used in investing activities were $0 and $1,495 respectively, reflecting the cost in purchase of plant and equipment.

FinancingActivities

For the three months ended March 31, 2023 and 2022, net cash used in financing activities were $4,056 and $3,935 respectively resulted from the repayment of finance lease.

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CapitalExpenditures

Our capital expenditures primarily relate to the acquisition of plant and equipment. There were $0 and $1,495 used to purchase the computer and software and office equipment for the three months periods ended March 31, 2023 and 2022 respectively.

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 March 31, 2023.

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Recentaccounting 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.

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.

The Management Services Agreement I also provides 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
(iii)	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.

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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 March 31, 2023, 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, 2023, 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 March 31, 2023, 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 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<br> 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<br> 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> May 15, 2023
	By:	/s/ Leong Ming Chia
	Title:	President,<br> Chief Executive Officer,
		Chief<br> Financial Officer, Treasurer, Secretary and Director
		(Principal<br> Executive Officer, Principal Financial Officer)

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EXHIBIT 31.1

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 March 31, 2023;

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 such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, 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 significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2023	By:	/s/ Leong Ming Chia
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		LEONG MING CHIA
		President, Chief Executive Officer,
		Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 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 March 31, 2023 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: May 15, 2023	By:	/s/ Leong Ming Chia
		LEONG MING CHIA
		President, Chief Executive Officer,
		Chief Financial Officer, Treasurer, Secretary and Director
		(Principal 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.