DSwiss Inc 10-K for FY2025

DSwiss Inc (DQWS)

10-K 2026-03-31 For: 2025-12-31

Added on April 06, 2026

About this 10-K

DSwiss Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.92M; down 6.2% from $3.11M a year earlier
Net loss: $76.86K; compared with net income of $22.22K a year earlier
Diluted EPS: -$0.00; compared with $0.00 a year earlier

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

		Page #
PART I

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

PART II

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

PART III

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

PART IV

Item 15.	Exhibits, Financial Statement Schedules	28

SIGNATURES		29

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

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

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

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

	●	Competition in our industry;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Purchases
- Related party B	$	-	$	8,236

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

	Page

Index to Financial Statements	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

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

3.1	Articles of Incorporation**

3.2	Bylaws**

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

32.1	Section 1350 Certification of principal executive officer*

101.INS	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

	DSWISS, INC.
	(Name of Registrant)

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

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Income	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

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

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

Kuala Lumpur, Malaysia
Date: March 31, 2026

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

Total current assets		331,773			497,662

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

Total non-current assets		345,363			138,168

TOTAL ASSETS	$	677,136		$	635,830

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

Total current liabilities		465,464			484,017

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

Total non-current liability		221,018			77,777

TOTAL LIABILITIES	$	686,482		$	561,794

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

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

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

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

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

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

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

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

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

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

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

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

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