Quarterly Report (10-q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended September 30, 2019

 

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

 

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

Avenue 3, 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

 

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 [X] 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 [X]

 

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 [X]

 

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

Yes [  ] No [X]

 

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 November 14, 2019
Common Stock, $.0001 par value		206,904,600

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-2
	Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2019	F-4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6 - F-15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	8
SIGNATURES		9

 

1

 

DSWISS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2019	F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	F-5
Notes to the Condensed Consolidated Financial Statements	F-6 - F-15

 

F-1

 

PART I FINANCIAL INFORMATION

 

Item 1. Unaudited condensed consolidated financial statements:

 

DSWISS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2019, and December 31, 2018

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

 

		September 30, 2019				December 31, 2018
		Unaudited				Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	42,419			$	188,754
Accounts receivable			1,827				11,762
Other receivable, prepaid expenses and deposit			83,080				60,903
Income tax receivables			1,737				-
Inventories			31,829				15,137
Total Current Assets			160,892				276,556
NON-CURRENT ASSETS
Property and equipment, net			75,546				92,956
Intangible assets, net			8,727				9,883
Total Non-Current Assets			84,273				102,839
TOTAL ASSETS		$	245,165			$	379,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Account payable		$	9,240			$	27,882
Other payables and accrued liabilities			206,291				52,975
Hire purchase creditor			6,524				7,561
Amounts due to a director			27,318				40,476
Total Current Liabilities			249,373				128,894
NON- CURRENT LIABILITIES
Hire purchase creditor			43,062				48,770
TOTAL LIABILITIES		$	292,435			$	177,664
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, 206,904,600 and 206,904,600 shares issued and outstanding as of September 30, 2019 and December 31, 2018 respectively		$	20,690			$	20,690
Additional paid-in capital			1,395,426				1,395,426
Accumulated other comprehensive losses			(13,932	)			(21,494	)
Accumulated deficit			(1,457,743	)			(1,204,947	)
TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY		$	(55,559	)		$	189,675
NON-CONTROLLING INTEREST			8,289				12,056
TOTAL STOCKHOLDERS’ EQUITY			(47,270	)			201,731
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	245,165			$	379,395

 

See accompanying notes to condensed consolidated financial statements.

 

F-2

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

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

(Unaudited)

 

		Three months ended September 30,								Nine months ended September 30,
		2019				2018				2019				2018
REVENUE		$	38,305			$	16,254			$	81,545			$	168,442
COST OF REVENUE			(29,114	)			(34,121	)			(42,620	)			(138,469	)
GROSS PROFIT			9,191				(17,867	)			38,925				(29,973	)
OTHER INCOME/(LOSS)			51,655				2,292				59,522				4,022
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			(71,119	)			(55,399	)			(280,713	)			(189,630	)
OPERATING EXPENSES			-				(38,944	)			-				(110,481	)
FINANCE COST			(594	)			-				(1,877)				-
OTHER OPERATING EXPENSES			(5,896	)			(4,579	)			(49,893	)			(20,131	)
LOSS BEFORE INCOME TAX			(16,763	)			(114,497	)			(234,036	)			(286,247	)
INCOME TAX PROVISION			-				-				-				-
NET LOSS			(16,763	)			(114,497	)			(234,036	)			(286,247	)
Non Controlling Interest			(8,293	)			3,939				5,990				15,090
Other comprehensive income/(loss):
- Foreign currency translation adjustment			8,105				(9,595	)			7,562				(10,116	)
Total comprehensive loss			(16,951)				(120,153	)			(220,484	)			(281,273	)
Net income/(loss) per share- Basic and diluted			(-	)			(-	)			(-	)			(-	)
Weighted average number of common shares outstanding – Basic and diluted			206,904,600				206,904,600				206,904,600				206,904,600

 

 

See accompanying notes to condensed consolidated financial statements.

 

F-3

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(unaudited)

 

		COMMON STOCK								ADDITIONAL				ACCUMULATED								NON-
		Number of shares				Amount				PAID-IN CAPITAL				COMPREHENSIVE INCOME/(LOSS)				ACCUMULATED (DEFICIT)				CONTROLLING INTEREST				TOTAL EQUITY
Balance as of December 31, 2018 (audited)			206,904,600			$	20,690			$	1,395,426			$	(21,494	)		$	(1,204,947	)		$	12,056			$	201,731
Foreign currency translation adjustment			-				-				-				7,562								-				7,562
Net loss			-				-				-								(228,046	)			(5,990	)			(234,036	)
Liquidation of subsidiaries			-				-				-				-				(24,750	)			2,223				(22,527	)
Balance as of September 30 2019 (unaudited)			206,904,600			$	20,690			$	1,395,426			$	(13,932	)		$	(1,457,743	)			8,289			$	(47,270	)

 

See accompanying notes to condensed consolidated financial statements

 

F-4

 

DSWISS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

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

(Unaudited)

 

		Nine months ended September 30,
		2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(234,036	)		$	(286,247	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net assets of subsidiary written off upon liquidation			(22,527	)			-
Depreciation and amortization			18,295				18,334
Amortization for intangible assets			932				127
Loss on disposal of vehicle			-				2,726
Intangible asset written-off			224				-
Income tax recovered			-				886
Fixed Asset written-off			295				-
Changes in operating assets and liabilities:
Account payable			(18,642	)			24,095
Accounts receivable			9,935				20
Other payables and accrued liabilities			153,316				973
Inventories			(16,692	)			(8,826	)
Increase amount due to director			(13,158	)			-
Prepaid expenses and deposits			(22,177	)			28,715
Cash used in operations			(144,235	)			(219,737	)
Tax paid			(1,737	)			-
Net cash used in operating activities			(145,972	)			(219,737	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(1,180	)			(83,512	)
Intangible assets			-				-
Proceeds from disposal of vehicle			-				19,056
Net cash used in investing activities			(1,180	)			(64,456	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from directors			-				(11,295	)
Repayment of hire purchase			(6,745	)			(17,532	)
Proceed of hire purchase			-				61,087
Net cash used in financing activities			(6,745	)			32,251
Effect of exchange rate changes on cash and cash equivalent			7,562				(10,116	)
Net decrease in cash and cash equivalents			(146,335	)			(262,058	)
Cash and cash equivalents, beginning of period			188,754				498,516
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	42,419			$	236,458
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid		$	1,737			$	-
Interest paid		$	1,823			$	710

 

See accompanying notes to condensed consolidated financial statements.

 

F-5

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

DSwiss, Inc. is organized as a Nevada limited liability company, incorporated on May 28, 2015. For the purposes of financial statement presentation, DSwiss, Inc. and its subsidiaries are herein referred to as “the Company” or “we”. The principal activity of the Company and its subsidiaries is to supply high quality beauty products directly to clients through wholly owned subsidiaries. Our beauty supplies include, but are not limited to, beverages to assist in weight loss, anti-aging cream, and products designed to improve the overall health and wellness of clients.

 

The accompanying unaudited condensed consolidated financial statements of DSwiss, Inc. at September 30, 2019 and 2018 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, 2018. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30, 2019 and 2018 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2018 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, 2018.

 

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. We have invested in DS Asia Co., Ltd, incorporated in Thailand, and owned 49% equity interest. We have incorporated a new company namely DSwiss International Trading (Shenzhen) Limited in China, with 100% equity interest.

 

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

 

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

Supply of beauty products

100

%

3.

DSwiss Sdn Bhd

Malaysia,  June 10, 2011

2 shares of ordinary share of RM 1 each

Supply of beauty products

100

%

4.

DSwiss Biotech Sdn Bhd(1)

Malaysia,  March 17, 2016

250,000 shares of ordinary share of RM 1 each

Supply of biotech products

40

%

5.

DS Asia Co., Ltd(1) (2)

Thailand,  April 27, 2016

20,000 shares of ordinary share of THB 25 each

Trading Beauty products

49

%

6.

DSwiss International Trading (Shenzhen) Limited 德瑞絲國際貿易(深圳)有限公司

PRC,  June 21, 2016

413,392 shares of ordinary share of RMB 1 each

Trading Beauty products

100

%

 

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

 

(2) DS Asia Co., Ltd was being officially de-registered on April 5, 2019.

 

F-6

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

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

 

The Company has adopted its fiscal year-end to be December 31.

 

Basis of consolidation

 

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

 

Use of estimates

 

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605,“Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured.

 

Revenue from supplies of beauty products 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. Based on limited operating history, management estimates that there was no sales return for the period reported.

 

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 nine months ended September 30, 2019 were $12,917, while for the nine months ended September 30, 2018 were $2,555.

 

F-7

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

Selling and distribution expenses

 

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

 

Cash and cash equivalents

 

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

 

Inventories

 

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

 

Property and equipment

 

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

 

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

 

Expenditures for maintenance and repairs are expensed as incurred.

 

Intangible assets

 

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

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the nine months ended September 30, 2019.

 

Income taxes

 

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

 

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

 

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

 

F-8

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

Net income/(loss) per share

 

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

 

Foreign currencies translation

 

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

 

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

 

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

 

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

 

		As of and for the nine months ended September 30,
		2019				2018
Period-end RM : US$1 exchange rate			4.18				4.14
Period-average RM : US$1 exchange rate			4.13				4.09
Period-end HK$ : US$1 exchange rate			7.84				7.83
Period-average HK$ : US$1 exchange rate			7.84				7.85
Period-end RMB : US$1 exchange rate			7.11				6.87
Period-average RMB : US$1 exchange rate			6.86				6.80
Period-end THB : US$1 exchange rate			30.55				32.33
Period-average THB : US$1 exchange rate			31.31				33.01

 

F-9

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

Fair value of financial instruments:

 

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

 

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

 

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

 

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

 

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

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the nine months ended September 30, 2019, the Company operates in four reportable operating segment in Malaysia, Thailand, China and Hong Kong.

 

Recent accounting pronouncements

 

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

 

F-10

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED September 30, 2019

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

(UNAUDITED)

 

3. VIE STRUCTURE AND ARRANGEMENTS

 

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

 

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

 

F-11

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED September 30, 2019

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

(UNAUDITED)

 

4. STOCKHOLDERS’ EQUITY

 

As of September 30, 2019, and 31 December, 2018, the Company had a total of 206,904,600 of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

5. PROPERTY AND EQUIPMENT

 

		September 30, 2019				December 31, 2018
Computers and software		$	92,419			$	90,931
Furniture and fittings			6,144				6,144
Office equipment			9,586				9,586
Motor vehicles			79,054				79,054
Renovation			18,843				18,843
Total		$	206,046			$	204,558
Accumulated depreciation			(129,139	)			(110,844	)
Effect of translation exchange			(1,361	)			(758	)
Property and equipment, net		$	75,546			$	92,956

 

Depreciation expense for the three and nine months and ended September 30, 2019 were $6,885 and $18,295.

 

Depreciation expense for the three and nine months ended September 30, 2018 were $4,571 and $18,334.

 

6. INTANGIBLE ASSETS

 

		September 30, 2019				December 31, 2018
Trademarks		$	12,077			$	12,077
Amortization			(3,126	)			(2,194	)
Effect of translation exchange			(224	)			-
Intangible assets, net		$	8,727			$	9,883

 

Amortization for the three and nine months ended September 30, 2019 was $149 and $932.

 

Amortization for the three and nine months ended September 30, 2018 ended was $256 and $127.

 

7. PREPAID EXPENSES AND DEPOSITS

 

		September 30, 2019				December 31, 2018
Prepaid expenses		$	823			$	5,400
Deposits			36,214				35,353
Other receivable			46,043				20,150
Total prepaid expenses and deposits		$	83,080			$	60,903

 

8. INVENTORIES

 

		September 30, 2019				December 31, 2018
Finished goods, at cost		$	31,829			$	15,137
Total inventories		$	31,829			$	15,137

 

9. OTHER PAYABLES AND ACCRUED LIABILITIES

 

		September 30, 2019				December 31, 2018
Other payables		$	189,850			$	22,368
Accrued audit fees			3,030				16,500
Accrued other expenses			11,911				13,575
Accrued professional fees			1,500				532
Total payables and accrued liabilities		$	206,291			$	52,975

 

F-12

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

10. HIRE PURCHASE CREDITOR

 

The Company purchased a motor vehicle under a finance lease agreement with the effective interest rate of 2.38% per annum, due through June, 2025, with principal and interest payable monthly. The obligation under the finance lease is as follows:

 

		As of September 30, 2019				December 31, 2018
Finance lease		$	58,590			$	64,952
Less: interest expense			(9,004	)			(8,621	)
Net present value of finance lease			49,586				56,331
Current portion			6,524				7,561
Non-current portion			43,062				48,770
Total		$	49,586			$	56,331

 

As of September 30, 2019 the maturities of the finance lease for each of the years are as follows:

 

2019		$	1,886
2020			7,790
2021			8,184
2022			8,578
2023			8,835
2024			9,132
2025			5,181
Total		$	49,586

 

11. INCOME TAXES

 

For the nine months ended September 2019 and 2018, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

		2019				2018
Tax jurisdictions from:
- Local		$	(24,103	)		$	(22,337	)
- Foreign, representing
Seychelles			(1,902	)			(1,775	)
Hong Kong			(131,294	)			(98,682	)
Malaysia			(69,590	)			(145,316	)
PRC			(16,545	)			(17,352	)
Thailand			9,398				(171	)
Loss before income tax		$	(234,036	)		$	(285,633	)

 

The provision for income taxes consisted of the following:

 

			2019				2018
Current:
- Local		$	-			$	-
- Foreign			-				-
Deferred:
- Local			-				-
- Foreign			-				-
Income tax expense		$	-			$	-

 

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

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America.

 

Seychelles

 

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

 

Hong Kong

 

DSwiss (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income.

 

Malaysia

 

DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income rate range from 17% to 24% on its assessable income.

 

PRC

 

DSwiss International Trading (Shenzhen) Limited is operating in the PRC subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%.

 

Thailand

 

DS Asia Co., Ltd is subject to the Corporate Income Tax governed by the Thailand Revenue Department. Companies and juristic partnerships with a paid-in capital not exceeding 5 million Thai baht (THB) at the end of any accounting period and income from the sale of goods and/or the provision of services not exceeding THB 30 million in any accounting period will be subject to tax range from 0% - 20%.

 

F-13

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

(Currency expressed 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

 

For three months ended September 30, 2019 and 2018, 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:

 

		2019				2018				2019				2018				2019				2018
		Revenues								Percentage of revenues								Accounts receivable, trade
Customer A		$	-			$	9,675					%			60	%		$	-				-
Customer B		$	21,345			$	5,886				55	%			36	%		$	-				-
Customer D		$	7,704			$	-				20	%			-	%		$	-				-
		$	29,049			$	15,561				75	%			96	%		$	-				-

 

For nine months ended September 30, 2019 and 2018, 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:

 

		2019				2018				2019				2018				2019				2018
		Revenues								Percentage of revenues								Accounts receivable, trade
Customer A		$	-			$	94,237				-	%			56	%		$	-				-
Customer B		$	25,645			$	-				31	%			-	%		$	-				-
Customer C		$	13,523			$	-				17	%			-	%		$	-				-
		$	39,168			$	94,237				48	%			56	%		$	-				-

 

(b) Major vendors

 

For three months ended September 30, 2019 and 2018, 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:

 

		2019				2018				2019				2018				2019				2018
		Purchase								Percentage of purchases								Accounts payable, trade
Vendor A		$	4,312			$	28,996				21	%			86	%		$	-				-
Vendor B		$	-			$	4,560				-	%			14	%		$	-				-
Vendor C		$	11,461			$	-				55	%			-	%		$	-				-
Vendor D		$	3,805			$	-				18	%			-	%		$	-				-
		$	19,578			$	33,356				94	%			100	%		$	-				-

 

For nine months ended September 30, 2019 and 2018, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding payable balance at period-end are presented as follows:

 

		2019				2018				2019				2018				2019				2018
		Purchase								Percentage of purchases								Accounts payable, trade
Vendor A		$	10,483			$	46,394				33	%			57	%		$	-				-
Vendor B		$	-			$	16,846				-	%			21	%		$	-				-
Vendor C		$	11,461			$	-				37	%			-	%		$	-				-
Vendor D		$	3,805			$	-				12	%			-	%		$	-				-
		$	25,749			$	63,240				82	%			78	%		$	-				-

 

All vendors are located in Malaysia.

 

(c) 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$, HK$ converted into US$, RMB converted into US$ and THB converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

F-14

 

DSWISS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(UNAUDITED)

 

13. COMMITMENTS AND CONTINGENCIES

 

(a) Rent expenses

 

For nine months ended September 30, 2019 and 2018, the Company has incurred rent expenses solely for the office premises in Malaysia on a monthly basis as follows:

 

		Nine months ended				Nine months ended
		September 30, 2019				September 30, 2018
Rent Expenses		$	36,061			$	11,531
		$	36,061			$	11,531

 

(b) Rent prepayment and deposit

 

		As at				As at
		September 30, 2019				Dec 31, 2018
Rent Prepayment (1)		$	-			$	665
Rent Deposit (2)			16,027				16,418
		$	16,027			$	17,083

 

(1) Rent prepayment solely for the office premises in Malaysia and due under a cancellable operating lease in the next twelve months for Malaysia office premises.

 

(2) Rent deposit is refundable upon maturity of tenancy agreement and pre-maturity cancellation will be forfeited.

 

14. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events “, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2019 up through the date was the Company presented these unaudited condensed financial statements.

 

F-15

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2018 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

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

 

Company Overview

 

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

 

Our Company is a beauty supply company formed with the goal of supplying high quality beauty products directly to our clients. Our beauty supplies include, but are not limited to, beverages to assist in burning and reducing fat, anti-aging creams, and products designed to improve the overall health and physical appearance of our clients. Currently we supply our products solely in Malaysia and Hong Kong, however we have intentions to expand to Singapore, Indonesia, Thailand, Macau and China in the next year, and subsequent to that we will make efforts to expand throughout the world.

 

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

 

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

 

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

 

Among the products offered by DSwiss, “Coffee Plus”, “Kiwi Cell Detox” and “Triple Stem Cell” are not controlled by the DCA since the medicinal component of the products is no more than 20%.

 

For the remaining products offered by DSwiss, “Silk Mask”, “Coffee Slimming Scrub” and “Peppermint Slimming Gel” are classified as drug and cosmetic items and need to be registered with the DCA. These products have been approved by DCA with a validity period for 2 years starting from December 2016.

 

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

 

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

 

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

 

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

 

Results of Operation

 

For the Three and Nine Months Ended September 30, 2019 and September 30, 2018.

 

For the three and nine months ended September 30, 2019, we realized revenue in the amount of $38,305 and $81,545, while for the three and nine months ended September 30, 2018, we generated a revenue of $16,254 and $168,442. The decrease in revenue was due to the change of business channel from the combination of OEM sales and distributor sales to retail sales.

 

Our gross profits for the three and nine months ended September 30, 2019 were $9,191 and $38,925, which is lesser than net loss of $17,867 and $29,973 for the three and nine months ended September 30, 2018. 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.

 

2

 

*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 and nine months ended September 30, 2019 were $16,763 and $234,036, while for the net losses for the three and nine months ended September 30, 2018 were $114,497 and $286,247. We attribute this decrease of net loss due to decrease of operating expense and selling, general and administrative expense and increase of other income for the period.

 

Liquidity and Capital Resources

 

For the nine months ended September 30, 2019, we had cash and cash equivalents of $42,419. We have negative operating cash flows and our working capital has been and will continue to be significant. As a result, we depend substantially on our previous financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.

 

Operating Activities

 

For the nine months ended September 30, 2019, net cash used in operating activities was $145,972, compared to net cash used of $219,737 in the prior year. The operating cash flow performance primarily reflects the decrease in other payables and accrued liabilities and decrease in prepaid expenses and deposits compared to the prior year.

 

Investing Activities

 

For the nine months ended September 30, 2019, net cash used in investing activities was $1,180, reflecting the cost in purchase of property, plant and equipment and new trademark. For the nine months ended September 30, 2018, net cash used in investing activities was $64,456, reflecting the reflecting the cost in purchase of property, plant and equipment and proceed from disposal of property, plant and equipment.

 

Financing Activities

 

For the nine months ended September 30, 2019, net cash decreased by financing activities was $ 6,745 resulted from the repayment of hire purchase. For the nine months ended September 30, 2018, net cash provided by financing activities was $32,251 resulted from the proceeds from disposal of vehicle.

 

3

 

Capital Expenditures

 

Our capital expenditures primarily relate to the acquisition of property and equipment. There is an amount of $1,180 used to purchase computer and software for the nine months period ended September 30, 2019

 

Credit Facilities

 

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

 

Contractual Obligations, Commitments and Contingencies

 

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

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2019.

 

4

 

Recent accounting pronouncements

 

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

 

Additional Information

 

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

 

5

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2019, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending September 30, 2019, 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

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

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ITEM 6. Exhibits

 

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1		Section 1350 Certification of principal executive officer *
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase 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, INC.
	(Name of Registrant)
Date: November 14, 2019
	By:	/s/ Leong Ming Chia
	Title:	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer)

 

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