UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment No.1)





|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
The Fiscal Year Ended December 31, 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 of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        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



Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None



Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
[  ] No [X]



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 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 12 months (or for such shorter period
that the registrant was required to submit and post such files).

YES
[  ] NO [X]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



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



Large
Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] Smaller reporting company [X] Emerging
growth company [X]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
[  ]



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

Yes
[  ] No [X]



The
aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price
of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal
quarter:

Not
Applicable



APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not
Applicable



APPLICABLE
ONLY TO CORPORATE REGISTRANTS



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 25, 2020
|---------------------------------- |  | ---------------------------------
|Common
    Stock, $.0001 par value |  | 206,904,600                      






















EXPLANATORY NOTE



This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of DSwiss Inc., (the
“Company”) for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”)
on March 30, 2020 (the “2019 Annual Report”), is being filed to amend and restate the Company’s 2019 Annual Report.













DSwiss,
Inc.

FORM
10-K

For
the Fiscal Year Ended December 31, 2019

Index



|             |                                                                                                              | Page
    #
|------------ | ------------------------------------------------------------------------------------------------------------ | ----------
|PART I       |                                                                                                              |           
|             |                                                                                                              |           
|Item
    1.  | Business                                                                                                     | 2         
|Item
    1A. | Risk Factors                                                                                                 | 14        
|Item
    1B. | Unresolved Staff Comments                                                                                    | 14        
|Item
    2.  | Properties                                                                                                   | 15        
|Item
    3.  | Legal Proceedings                                                                                            | 15        
|Item
    4.  | Mine Safety Disclosure                                                                                       | 15        
|             |                                                                                                              |           
|PART II      |                                                                                                              |           
|             |                                                                                                              |           
|Item
    5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 16        
|Item
    6.  | Selected Financial Data                                                                                      | 17        
|Item
    7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 17        
|Item
    7A. | Quantitative and Qualitative Disclosures About Market Risk                                                   | 23        
|Item
    8.  | Financial Statements and Supplementary Data                                                                  | 23        
|Item
    9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 23        
|Item
    9A. | Controls and Procedures                                                                                      | 23        
|Item
    9B. | Other Information                                                                                            | 24        
|             |                                                                                                              |           
|PART III     |                                                                                                              |           
|             |                                                                                                              |           
|Item
    10. | Directors, Executive Officers and Corporate Governance                                                       | 25        
|Item
    11. | Executive Compensation                                                                                       | 27        
|Item
    12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 29        
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                | 30        
|Item
    14. | Principal Accounting Fees and Services                                                                       | 30        
|             |                                                                                                              |           
|PART IV      |                                                                                                              |           
|             |                                                                                                              |           
|Item
    15. | Exhibits, Financial Statement Schedules                                                                      | 31        
|             |                                                                                                              |           
|SIGNATURES   | 32                                                                                                          













CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS



This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but
rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations
of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include
the following:



| | ● | 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.                                                             



This
report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated
with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.



Use
of Defined Terms



Except
as otherwise indicated by the context, references in this Report to:



| | ● | 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.                              



1









PART
I



ITEM
1. BUSINESS



Corporate
History



DSwiss,
Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015.



DSwiss,
Inc. operates through its wholly-owned subsidiary, DSwiss Holding Limited, a Company organized under the laws of Seychelles.



The
principal activity of the Company and its subsidiaries is to supply high-quality health and beauty products, including beverages
to assist in weight management, anti-aging products, and immune system products designed to improve the overall health system
in our body.



We
have currently 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. We have invested in DSwiss
Biotech Sdn. Bhd., a Company incorporated in Malaysia and owned a 40% equity interest. We have invested in DS Asia Co., Ltd, incorporated
in Thailand, and owned 49% equity interest. On April 5, 2019, DS Asia Co.,Ltd has deregistered. The Company has incorporated
DSwiss International Trading (Shenzhen) Limited in China, with a 100% equity interest on June 21, 2016.



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



|   | Company
    name                                                                                                          |  | Place
                                         and date
        of
        incorporation |  | Particulars
    of issued capital                  |  | Principal
    activities       |  | Proportional
    of ownership interest and voting power held
|-- | ------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | -------------------------------------------------- |  | ------------------------------ |  | ------------------------------------------------------------
|1. | DSwiss
    Holding Limited                                                                                                |  | Seychelles,
        May
        28, 2015                                                 |  | 1
    share of ordinary share of US$1 each         |  | Investment
    holding         |  | 100%                                                        
|2. | DSwiss
    (HK) Limited                                                                                                   |  | Hong
                                         Kong,
        May
        28, 2015         |  | 1
    share of ordinary share of HK$1 each         |  | 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
        (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.                                                                                                                                                                



Business
Overview



DSwiss
is a premier biotech-nutraceutical company, supplying high-quality health and beauty products, including beverages to assist in
weight management, anti-aging creams, and products designed to improve the overall health system in our bodies.



Since
our establishment, our growth has been tremendous in Malaysia. From a mere selection of two (2) products, the company had expanded
to twelve (12) products by 2019. With the strong leadership of our company’s Chief Executive Officer; Vincent Leong, our
products are now consumed around the world, such as Malaysia, Singapore, Indonesia, Hong Kong, Macau, and China. To date, we had
expanded across ASEAN regions through the support of our distributors and determined to expand our geographical presence to markets
that we have yet to explore.



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
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 continuous commitment
to providing quality products.



Talent
Development in Product Research and Development



The
company hired food science professional and herbal science professional as our product specialists to involve in developing new
product research and development. Such development will require clinical studies, market research and testing of physical products
for overall effectiveness, and comply with the Ministry of Health Malaysia & JAKIM Halal standards. Currently, the company
is undergoing research on the benefit of functional foods enhancing our human body immune system.



Currently,
we are fulfilling last year future plan as in Talent Development, product research and development, and providing Original Equipment
Manufacturer (OEM) and Original Design Manufacturer (ODM) services into functioning food and beauty product of which is currently
under research and development with Taiwan Biotech and Malaysia biotech professionals. At the same time, we also upgraded to globally
recognized Turnkey Private Label Manufacturing Services for nutraceutical, skin care, personal care, eye care, and equipment 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, all licenses needed so customer can concentrate on what they should do.



Moving
forward, we plan to form certain alliances and business partnerships with a few selected local companies from various countries.
We strongly believe a healthy business relationship is vital for one’s business expansion, and more importantly; growth.
While DSwiss has always been focused on pursuing operations within ASEAN, we certainly hope to expand our brand across the world
in the future.



2









Our
Products



DSwiss
Coffee







DSwiss
Coffee is a combination of Citrus Extract and eight other natural ingredients for digestive health. Apart from burning the fats,
the drink provides a soothing and refreshing sensation.



It
helps to:



| | ● | Reduce
    fat – reduces extra calories from your body fat and turn it into energy and inhibit the formation of fat
| | - | -------------------------------------------------------------------------------------------------------------------
| | ● | Suppress
    appetite and increase satiety – gives a fullness feeling to overcome hunger pangs                     
| | ● | Digestive
    cleansing – detox toxins from the body                                                               
| | ● | Natural
    & safe for consumption – lose weight the natural & healthy way                                         
| | ● | Alleviate
    constipation                                                                                         
| | ● | Eliminate
    edema                                                                                                



DSwiss
Kiwi







Kiwi
helps to strengthen the body’s immune system, improves skin complexion, reduces blood pressure and prevents heart disease
and stroke. DSwiss Kiwi helps to reduce the risk of getting gastrointestinal diseases such as irritable stomach disorders and
dermatitis.



It
helps to:



| | ● | Detoxify
    and dispose waste and toxins
| | - | -----------------------------------------
| | ● | Neutralize
    stomach excessive acid    
| | ● | Remove
    waste on the intestinal wall  
| | ● | Lose
    weight                          
| | ● | Protect
    intestinal mucosa            



DSwiss
Triple SC







DSwiss
Triple SC focuses on stem cell and consists of three (3) types of cell’s combination which includes Apple Stem Cells, Argan
Stem Cells and Grape Stem Cells.



Apple
Stem Cells are extracted from the rare “Uttwiler Spatlauber” apples. It contains rich nutrients, protein, and amazing
vitality of plant stem cells. It helps to protect and renew skin cells.



Argan
Stem Cells help maintain functions of dermis to provide elasticity to the skin. In order to maintain elasticity, healthy skin
undergoes constant cell turnover, which renews and repairs the dermal connective tissue. It helps to rejuvenate skin cells and
reduce wrinkles.



Grape
Stem Cells protect the skin from chronological and light-induced aging, extending skin cells’ vitality and keeping the skin’s
appearance young and beautiful longer. It helps improve the skin’s resistance.



3











It
helps to improve:



| | ● | Deoxyribonucleic
    Acid (“DNA”) Repair
| | - | ----------------------------------------



| |  | i.  | Repair
    cellular DNA                   
| |  | --- | ------------------------------------------
| |  | ii. | Stimulate
    skin stem cells regeneration



| | ● | Skin
| | - | ----



| |  | i.    | Enhance
    collagen production in the body.                                       
| |  | ----- | -----------------------------------------------------------------------------------
| |  | ii.   | Promote
    skin injury recovery                                                   
| |  | iii.  | Recondition
    dry or rough skin                                                  
| |  | iv.   | Reduce
    wrinkles                                                                
| |  | v.    | Skin
    repair & rejuvenation.                                                    
| |  | vi.   | “Oral
    Ultra Violet (“UV”) Protection”, to enhance whitening & moisturizes skin.
| |  | vii.  | Promote
    glowing skin                                                           
| |  | viii. | Control
    melanin production which causes dull skin tone or pigmentation         
| |  | ix.   | Reduce
    pores                                                                   
| |  | x.    | Enhance
    skin flexibility                                                       



| | ● | Breast
    Firming                       
| | - | -----------------------------------------
| | ● | Promote
    the growth of hairs and nails
| | ● | Blood
    Circulation                    



| |  | i.  | Blood
    detoxification               
| |  | --- | ---------------------------------------
| |  | ii. | Strengthen
    blood vessel flexibility



| | ● | Enhance
    brain cells for better memory
| | - | -----------------------------------------
| | ● | Renal                                    



| |  | i.  | Better
    renal function                     
| |  | --- | ----------------------------------------------
| |  | ii. | Reduce
    Edema for better weight loss result



| | ● | Hormone
| | - | -------



| |  | i.  | Hormone
    balancing                                 
| |  | --- | ------------------------------------------------------
| |  | ii. | Regulate
    menstrual cycle and reduce menstrual pain



DSwiss
Silk Mask









The
mask is made by natural silk which contains a structure that is similar to human skin. DSwiss Silk Mask best suits for customers
who have dry, damaged and sensitive skin. Silk contains 18 types of amino acids to moisturize the skin, strengthens the skin elasticity
as well as repairs skin cells. Also, it brightens the skin tone and restores the skin health of users.



Unique
Characteristics:



| | ● | Safe
    and highly compatible with skin cell 
| | - | ----------------------------------------------
| | ● | Modulates
    moisture                        
| | ● | Absorbs
    oil and sebum at the skin         
| | ● | Protect
    from UV rays                      
| | ● | Anti-inflammation
    & hypoallergenic        
| | ● | Accelerates
    the regeneration of skin cells
| | ● | Anti-oxidants
    & antibacterial effects     
| | ● | Stabilizes
    pigments and colorants         



It
helps to:



| | ● | Replenish
    elastin and collagen tissue in our skin                                     
| | - | ------------------------------------------------------------------------------------------
| | ● | A
    superb moisturizing ability which can eliminate fine lines and rejuvenates skin cell
| | ● | Prevent
    the formation of melanin which helps skin whitening                           



4









DSwiss
Coffee Slimming Scrub









DSwiss
Coffee Slimming Scrub is a natural body scrub containing fine uniform particles, mainly used to remove dirt on the skin layers,
through a gentle friction with skin. It is also used to exfoliate the skin to remove dead skin, smoothen the skin and promote
skin metabolism.



This
is a physical method to remove dead skin layer, so one must be gentle in the course of action. It is recommended to use a moisturizer
after exfoliating to nourish the skin.



The
product can be used as face scrub or body scrub. Alternatively, we can use this product to remove dead skin on our joints. The
product also helps to eliminate excess fats and may apply to therapeutic use.



It
helps to:



| | ● | Full
    body detoxification                            
| | - | --------------------------------------------------------
| | ● | Relieves
    rheumatic pains or colds during confinement
| | ● | Reduces
    scars and stretch marks                     
| | ● | Minimize
    the appearance of cellulite                
| | ● | Exfoliate
    rough skin to smoother skin               



DSwiss Peppermint Slimming Gel







DSwiss
Peppermint Slimming Gel is an effective cooling agent which brings a cooling and refreshing feeling to the body. Peppermint is
one of a commonly used Chinese herb to reduce symptoms of influenza, sore throat, and even weight loss! It helps to provide the
slimming effect of silhouette and soothing skin.



DSwiss
Peppermint Slimming Gel contains ingredients such as purified menthol (active thermo agent) to help activate cellular micro-circulation.
It is also formulated with avant-garde plant extract that aids in reducing stretch mark and scars.



It
helps to :



| | ● | Reduce
    body fat – peppermint is rich in menthol which could accelerate body circulation, reduce lipid, relieve bloating, and
    break down body fat for weight loss                                                              
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Skincare
    – peppermint essential oil can be used in aromatherapy or to produce perfumes and cosmetics. It helps to protect the
    skin                                                                                            
| | ● | Inhibition
    of body hair growth – Turkish scientists had researched that people who drink two (2) cups of mint tea continuously
    for five days a week will reduce the level of male hormones and inhibit the growth of body hair
| | ● | Reduce
    heat – Chinese medicine believes that mint has a pleasant smell, with wind-dispersing heat effect and clears throat
    ailments                                                                                           
| | ● | Relieve
    stress – peppermint contains essential oil, menthol, tannin and other substances, which can help to reduce anger, frustration
    and other negative emotions. It also helps to eliminate fatigue, relieve and stress     





5







DSwiss
New Age Essence







For
younger and healthy-looking skin.



The
multi-action DSwiss New Age Essence delivers skin-loving nutrients to moisten, brighten and revive tired looking skin. It brings
a youthful vitality to your delicate skin and convenient to be used at anytime, anywhere and whenever you need.



The
key active ingredient of the product, RoyalEpigen P5 which inspired by epigenetic science, this peptide mimics royal jelly to
maximize its positive effects on the skin. It is a new and biologically-active peptide that activates skin regeneration and glow.
Scientists discovered that epigenetic modification may passed down from one generation to the next by the technology of epigenetic
science.



Additionally,
PhytoCellTecTM is the technology used to generate and cultivate the key active ingredients, Nunatak® stem cell and apple
stem cell. PhytoCellTecTM has used the auto-repair function of plant stem cell to replicate a large number of new cells,
and then continue to grow into stem cells. This stem cell is filled with regeneration growth factor and metabolic factor, which
can enhance DNA repair and slow down aging process. This is one of the remarkable anti-aging discoveries for this century.



It
helps to:



| | ● | Accelerates
    epidermal regeneration for a smooth skin                
| | - | ------------------------------------------------------------------------
| | ● | Activates
    the cellular cleaning process                             
| | ● | Reveals
    a more even toned skin                                      
| | ● | Delays
    cell aging by applying new discoveries in epigenetic sciences
| | ● | Reduces
    aging signs (fine lines / wrinkles)                         
| | ● | Restores
    skin firmness / lifting effect                             
| | ● | Replenishes
    skin moisture                                           
| | ● | Brightening
    effect                                                  
| | ● | Restores
    skin luminosity                                            
| | ● | Skin
    refining & moisture retention                                  



DSwiss
Enlighten Essence (“EE”) Cream







Brightened,
Flawless, Even- toned.



This
extraordinary Luminous White Cream is effective to cover skin imperfection, yet providing a natural look on skin throughout the
day. It is a light and nourishing cream adapted to all skin types, to protect, conceal, and enlivens, dull looking complexions
for a luminous complexion.



PhytoCellTecTM
is the technology used to generate and cultivate the key active ingredients, Nunatak® stem cell and apple stem cell. PhytoCellTecTM
has used the auto-repair function of plant stem cell to replicate a large number of new cells, and then continue to grow into
stem cells. This stem cell is filled with regeneration growth factor and metabolic factor, which can enhance DNA repairing and
slow down aging process. This is one of the remarkable anti-aging discoveries for this century.



It
helps to:



| | ● | Improves
    the skin barrier functions and skin protection           
| | - | ----------------------------------------------------------------------
| | ● | Prevents
    premature skin aging                                     
| | ● | Preserves
    lipid balance                                           
| | ● | Skin
    softening                                                    
| | ● | Restores
    skin luminosity/ skin radiance                           
| | ● | Visible
    improvement of skin texture                               
| | ● | Refines
    and reveals a brighter and even more translucent skin tone
| | ● | Prevents
    skin imperfection                                        
| | ● | Minimizes
    pores                                                   





6









DSwiss
BioSpec







DSwiss
BioSpec is a medical eye-wear which provides health benefits to our eyes.



(1)
Frame



The
main components of the DSwiss BioSpec frame are Negative Ions, Far Infra Ray, Nano Silver, and Germanium.



| | ● | Negative
                                         Ions are known as “air vitamins”, which can release negative ions and facilitate
                                         blood oxygen transport, absorption and utilization, which can effectively increase the
                                         oxygen content in the blood, help regulate blood pressure and eliminate static electricity.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Far
                                         Infra Ray can promote blood circulation, strengthen metabolism and activate cells.
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | ● | NanoSilver
                                         has antibacterial and anti-inflammatory properties, hence it can effectively kill 650
                                         kinds of bacteria.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Germanium
                                         is beneficial to anti-cancer, anti-aging and anti-oxidation.
| | - | ---------------------------------------------------------------------------------------------------------------



(2)
Lens



The
main components of DSwiss BioSpec lenses are UV 400 filters, Anti-blue Light, and Far Infrared.



| | ● | UV
                                         400 Filter blocks for UVA & UVB shorter than 400 nm and 99.9% UVA and UVB protections.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | ● | Anti-blue
                                         Light is a yellow-adjusting filter that reduces harmful blue light to the eyes.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | ● | Far
                                         Infra Ray can promote blood circulation, strengthen metabolism, and activate cells.
| | - | --------------------------------------------------------------------------------------------------------------------------------



Major
Features:



| | ● | Patented
                                         production
| | - | ------------------------------------------------------------



| | ● | Better
                                         micro blood circulation
| | - | -----------------------------------------------------------------------



| | ● | Antibacterial
                                         and anti-inflammatory
| | - | ----------------------------------------------------------------------------



| | ● | Durable
                                         and safe
| | - | ---------------------------------------------------------



| | ● | Economical
                                         and practical
| | - | -----------------------------------------------------------------



Genmune-Pro







Genmune-Pro
is a product that helps to boost up the human’s immunity system through enhancing the digestive health. It is uniquely formulated
with probiotic strains Bifidobacterium longum BB536, Lactobacillus rhamnosus GG, prebiotic galacto-oligosaccharides
and Wellmune® Baker’s Yeast Beta Glucan. Genmune-Pro helps to replenish beneficial bacteria in the gut to support digestive
and immune health.



Scientifically
proven by more than 150 clinical studies, Bifidobacterium longum BB536 promotes intestinal health, supports a healthy immune
system, relieves constipation and enhances bone strength.



Scientifically
proven by more than 800 clinical studies, Lactobacillus rhamnosus GG promotes digestive health, protects against upper respiratory
tract infections and cavities and improves skin condition.





7









Wellmune®
is a proprietary baker’s yeast beta glucan. It uses a unique mechanism to boost immune system by priming the immune cells
to kill foreign bacteria faster. Galacto-oligosaccharides stimulate the growth of probiotic bacteria and retard the growth of
harmful bacteria.



It
helps to:



|●        
                                         Improve digestive health
        ●      
          Restore the intestinal microbial balance
        ●        
        Boosts the immune system
        ●        
        Strengthen the recognition ability of immune cells
        ●        
        Enhance resistances to infections
        ●        
        Reduce symptoms of allergy
        ●        
        Promote skin health
        ●        
        Reduce occurrences of cold and flu
        ●        
        Improve emotional well-being
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Yumeka Hair Shampoo and Conditioner







Yumeka
Hair Shampoo and Conditoner are all- natural hair care products that serve 5R functions: Repair, Refresh, Restore, Reinforce and
Revitalize. They are effective in reducing itchy scalp, dandruff and oil production as well as moisturize hair scalp and strengthening
the hair roots, resulting in lustrous silky smooth hair. The mild formulation in Yumeka makes it free of SLS, SLES, parabens,
sillicone and thus user- friendly.



The
key ingredient of this product, Cleomilk®, is a plant- based phytomilk that reduces moisure loss from skin, improves re-lipidation
effect and reinforces the skin’s natural water storage. Multiple in-vivo tests conducted have shown that the long-chain
polysaccharides will form a protective film on the skin to reduce trans-epidermal water loss. Then, the lamellar lipid matrix
and natural moisturizing factors within our skin or scalp structure can be supported and reinforced well enough.



The
microbiota on our hair lives a delicate balance and our daily activities might easily disturb it. The prebiotic in the product
serves as a food supplement for the protective skin biota which cannot be digested by the harmful ones. It forms a protective
anti-microbial shield against hostile organisms and important changes such as UV light, pollutants and cleansing products, promoting
healthy hair growth and scalp.



It
helps:



| | ● | Reduce
    itching scalp                  
| | - | ------------------------------------------
| | ● | Prevent
    dandruff                      
| | ● | Control
    oil production on scalp       
| | ● | Activate
    functioning of hair follicles
| | ● | Promote
    healthy scalp microbiata      
| | ● | Moisturize
    scalp layers               
| | ● | Strengthen
    hair roots                 
| | ● | Improve
    silky smooth hair             
| | ● | Promote
    lustrous hair                 
| | ● | Promote
    hair growth                   



GenCell
Biotech New Age Essence







8









This
GenCell Biotech New Age Essences is a convenient, ready-to-use multi-effect skin care product. It nourishes the skin with nutrients
to moist, brighten and restore tired skin. To this end, it brings youthful vitality to your delicate skin.



The
RoyalEpigen P5, is the main active ingredient of this product. It is a peptide that mimics royal jelly to maximize its positive
effects on the skin. This inspiration comes from epigenetics. Scientists have found that epigenetic modification techniques can
be passed on from generation to generation through epigenetic techniques. This new bioactive peptide activates our skin regeneration
and luminescence.



Another
technology is PhytoCellTecTM, which is used to generate and cultivate two key active ingredients, Nunatak® Stem Cells
and Apple Stem Cells. PhytoCellTecTM utilizes the automatic repair system of plant stem cells to replicate large numbers
of new cells. These stem cells have enhanced the DNA repair and delay the aging process because they are filled with regenerative
growth factors and metabolic factors. This technology is one of the most significant anti-aging discoveries of this century.



Furthermore,
RedSnow® is the natural extract from Camellia Japonica flower which provide strong anti-oxidation efficacy. RedSnow® has
the anti-inflammation effect and showed its anti-wrinkle effect by promoting the collagen boosting in our skin. With the RedSnow®,
it helps to increase the collagen synthesis, and enhance our skin hydration with no significant evidence of primary irritation
on human skin. RedSnow® is also specialized for anti-pollution where it presents a quite a good anti-aging activity in relation
to a pollutant stress. It is also reasonable stability under heat and UV radiation.



It’s
helps:



| | ● | Accelerates
    epidermal regeneration for a smooth skin                
| | - | ------------------------------------------------------------------------
| | ● | Activates
    the cellular cleaning process                             
| | ● | Reveals
    a more even toned skin                                      
| | ● | Delays
    cell aging by applying new discoveries in epigenetic sciences
| | ● | Reduces
    aging signs (fine lines / wrinkles)                         
| | ● | Restores
    skin firmness / lifting effect                             
| | ● | Replenishes
    skin moisture                                           
| | ● | Brightening
    effect                                                  
| | ● | Restores
    skin luminosity                                            
| | ● | Skin
    refining & moisture retention                                  



GenCell
Biotech EE Cream











9







This
unique Luminous White Cream contains ingredients effective for covering skin imperfections, and help the skin achieve a great
natural look for all day long. Its texture is quite light, nourishing, and is compatible with all types of skin. It also has the
protective and conceal effects that improves dull skin tone and brightens our skin tone.



Also,
the key active ingredient of this product is the RoyalEpigen P5, a peptide that provide good skin benefits. This inspiration comes
from epigenetics where it mimics the royal jelly to maximize its positive effects on the skin. According to scientists, epigenetic
modification techniques can be passed on to the next generation through epigenetics techniques. This new bioactive peptide activates
our skin through promotes regeneration cell. It also revive dull skin and make our skin look more radiant.



The
PhytoCellTecTM, this technology has become one of the biggest breakthroughs in the field of anti-aging. It forth putting
the self-healing ability of the plant stem cells, to replicate and regenerate new cells in large quantities. These PhytoCellTecTM
stem cells are filled with regenerative growth factors and metabolic factors. It’s can assist in strengthening the DNA repair
and delay the aging process in human.



One
of other main ingredients contained in Luminous White Cream is the Inca Inchi Oil. It comes from the cultivation of the Plukenetia
Volubilis in the Amazon region of Peru. Inca Inchi Oil rich in omega-3, -6 and -9. It is the most abundant omega-3 (Ω3)
oil in all known natural resources such as olive, sweet almond, evening primrose and etc. Inca fruit oil is effective for eliminating
inflamed, swollen, dry and damaged cell tissue. It also contains high levels of antioxidants including vitamin A and vitamin E.
Inca Inchi Oil helps to improve skin barrier function, protect the skin, maintain lipid balance, and improve the texture of the
epidermis.



It’s
helps:



| | ● | Improves
    the skin barrier functions and skin protection           
| | - | ----------------------------------------------------------------------
| | ● | Prevents
    premature skin aging                                     
| | ● | Preserves
    lipid balance                                           
| | ● | Skin
    softening                                                    
| | ● | Restores
    skin luminosity/ skin radiance                           
| | ● | Visible
    improvement of skin texture                               
| | ● | Refines
    and reveals a brighter and even more translucent skin tone
| | ● | Prevents
    skin imperfection                                        
| | ● | Minimizes
    pores                                                   



GenCell
Skin Care Travel Pack









An
easy carry travel pack, the mini-sized GenCell Biotech New Age Essence and EE Cream is extremely convenient, light and suitable
for travelers. Now everyone can replenish and rejuvenate the skin anytime, anywhere.





10







Our
Equipment



DSwiss
Quantum Magnetic Analyzer









In
year 2017, DSwiss launched Quantum Magnetic Analyzer, an equipment that rapidly reads and analyze body energy field to test the
health status and suggest recommendations. Simply by holding sensors in your palm, health data from multiple body systems will
be collected and analysed within minutes.



The
DSwiss Quantum Magnetic Analyzer offers new high-tech innovation to collect data from the magnetic field of human cells for scientific
analysis. This provides the user with a guide to determining their health status and potential problematic areas with solution
recommendations.



DSwiss
Quantum Magnetic Analyzer provides more than 30 types of test analysis. A complete health screening will help you to assess your
overall health and identify the risk factors for disease.



AI
Skin Analyzer Machine









The
intelligent facial camera is one of the recognized statistical instruments for facial skin image data. Capable of capturing high-definition facial
images in RGB+UV+PL three-spectrum, it uses artificial intelligence (AI) algorithms to analyze skin features for the beauty
industry. It also provides a data reference for tailored skincare solutions in the beauty industry.



By
running the smart camera software in the tablet, the controller receives the tablet software command. This allows for change of
the constant current source to control the corresponding LED light. The tablet is connected to the camera through the USB port
to collect image analysis.



Major
Functions:



It
analyses the conditions of skin through different aspects:



| | 1) | Pores
| | -- | -----

| | 2) | Stains
| | -- | ------

| | 3) | Roughness
| | -- | ---------

| | 4) | Texture
| | -- | -------

| | 5) | Acne
| | -- | ----

| | 6) | Color
| | -- | -----

| | 7) | Moisture
| | -- | --------

| | 8) | Skin
                                         Tone Uniformity
| | -- | -------------------------------------------------------------

| | 9) | Brown
                                         Area
| | -- | ---------------------------------------------------

| | 10) | Black
                                         and White Area
| | --- | -------------------------------------------------------------



Unique
Characteristics:



| | ● | High
                                         stability          
| | - | -----------------------------------------------------------------
| | ● | Connected
                                         to tablet     
| | ● | Wireless
                                         data           
| | ● | Easy
                                         to carry           
| | ● | Fast
                                         data transfer speed



International
Turnkey Private Label Manufacturing Service







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. We have export and import experience in dealing
with both overseas and domestic customers.





11







Trademark



The
Company owned several trademark register under its subsidiaries in respective jurisdiction of which the subsidiary is operates.



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



Future
Plan



Marketing
Campaign and Publicity Enhancement



The
Company is actively seeking opportunity to increase the market share of beauty and health industry locally and overseas, which
requires continuous spending on marketing campaign primarily via social media and other online e-commerce platform which already
in place currently to ensure the company product exposure and brand awareness.



Future
marketing campaign and publicity enhancement will be conduct thru but not limited to following:



| | 1. | Revamp
    of current website and hiring of IT experts to perform Search Engine Optimization (SEO) to exponentially increase the company’s
    brand image and product awareness.       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Appointment
    of celebrities as DSwiss Charity Ambassadors who will serve as DSwiss products spokeperson. DSwiss will also sponsor a large
    sum of products to potential charities.
| | 3. | Utilizing
    existing customer database to promote biotechnology in turnkey private label manufacturing services.                                                                      





12







Campaign
are customized based on the regions, countries, genders and cultures. Currently our products are available in China, Hong Kong,
Malaysia, Thailand, Singapore, Taiwan and Indonesia.



Product
Research and Development



The
company also intended to conduct research and development on the benefits of Bioflavonoids, oil blend, mineral supplements such
as Calcium, Magnesium, Iron, and Antioxidant Drinks towards the human body and Multi-Lamellar Emulsion (MLE) towards human skin.
Besides, the company also acquiring Triple Emulsification Technology which can improve spreadability and uniformity of sunscreen,
improve sun protection, increase skin cell survival and increase sunscreen efficiency in sun protection.



Medical
Consumable Supplies



The
Company intended to venture into medical consumable supplies like medical surgical gown, sanitizer, and diabetes wound care spray
and so on.



Human
Resources and Talent Development



Taking
into consideration of the aforementioned development, the company is well aware that with existing manpower is far from sufficient
to the materialization of future plan, thus spending on human resources and talent development is inevitable, including but not
limited to internal admin and operation, sales and marketing, accounting and finance as well as top management.



Merger
and Acquisition



The
Company is actively seeking opportunity to merge and acquire potential target company to derive extraordinary synergies in multiple
segments but limited to healthcare, bio-technology, beauty slimming and wellness, food science and related industries. The management
believe that organic growth itself is incapable of coping with the expectation of shareholders in the current dynamic business
environment, thus via merger and acquisition the Company can create greater value to every stakeholder not limited to shareholders.



Marketing



We
recognize the growing trend of social media and because of that, the management had decided to place a higher priority on social
media for our marketing strategy. Coupled with the extensive networks we had built since our inception, the nature of our job
has become easier and efficient to reach out to our clients. But, perhaps the most imperative to our success is the ability to
connect with our customers and receive their feedback directly. From the feedback we received, we can understand our customer’s
demands better and make further improvements. As a result, our customers’ base has been growing exponentially and resulted
in a robust brand image of our company.





13









Competition



The
beauty and healthcare industry is highly competitive, we might be in disadvantage competing with competitor who greater reserve
or access to capital than we do to carry out operations and marketing efforts. We hope to maintain our competitive advantage by
utilizing the experience, knowledge, and expertise of our current staff as well as offering exemplary our customer service.



Customers



For
the year ended December 31, 2019, the Company has generated $273,659 revenue from clients under the ordinary course of business
of the Company. The revenue mainly represented sales to agent and direct sales to clients on social media.



Employees



As
of December 31, 2019, the Company has seven (7) full time employees including Mr. Leong Ming Chia who is our Chief Executive Officer,
director, secretary and treasurer that works full time.



Currently,
both of our directors all have the flexibility to work on our business up to 25 to 30 hours per week, but are prepared to devote
more time if necessary.



We
do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees.



Government
Regulation



We
are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements,
income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory
and supervisory requirements.



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
1B. UNRESOLVED STAFF COMMENTS



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.





14









ITEM
2. PROPERTIES



Our
principal executive office is located at Unit 18-11, 18-12 & 18-01, Tower A, Vertical Business Suite Jalan Kerinchi, 59200,
Kuala Lumpur, Malaysia.



In
July 2018, the Company obtained a loan in the principal amount of MYR250,000 (approximately $60,479) from Public Bank Berhad,
a financial institution in Malaysia, to finance the acquisition of a motor vehicle. The loan bears interest at the base
lending rate less 2.38% per annum, is payable in 83 monthly instalments of MYR3,473 (approximately $840) each and a final
monthly instalment of MYR3,391 (approximately $820) and matures in June 2025.



As of December 31, 2019, the Company has an
outstanding loan to be settle for aforementioned acquisition of motor vehicle of MYR203,341 (approximately $49,448), of
which MYR33,206 (approximately $8,075) to be settled in 12 instalments in year 2020 and MYR170,135 (approximately $41,373)
to be settle in 54 instalments after year 2020.



Loan
acquired for the acquisition of motor vehicle mentioned above are denominated in MYR, of which subjected to the fluctuation in
reporting currency.



ITEM
3. LEGAL PROCEEDINGS



From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that
may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse
effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in
a proceeding adverse to our business or has a material interest adverse to our business.



ITEM
4. MINE SAFETY DISCLOSURES



Not
applicable.





15







PART
II



ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Our
common stock is currently quoted on the OTC Pink under the trading symbol “DQWS.”

Trading
in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors
that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a
market for our common stock in the future.

For
the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

|Fiscal Year 2019 |  | Highest Bid |      |  | Lowest Bid |  
|---------------- |  | ----------- | ---- |  | ---------- | -
|First Quarter    |  | $           | 2.60 |  |            | $
|Second Quarter   |  | $           | 2.60 |  |            | $
|Third Quarter    |  | $           | 2.60 |  |            | $
|Fourth Quarter   |  | $           | 2.60 |  |            | $



Holders



As
of December 31, 2019, we had 206,904,600 shares of our Common Stock par value, $.0001 issued and outstanding. There were 158 beneficial
owners of our Common Stock.



Transfer
Agent and Registrar



The
transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598
and telephone number is +1 (212)828-843.



Penny
Stock Regulations



The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within
the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited investors (generally those with assets in excess
of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).



For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,
other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict
the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the
secondary market.



In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for
at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit the investors’ ability to buy and sell our stock.



Dividend
Policy



Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion
of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions
to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our
board of directors currently intends to retain all earnings for use in the business for the foreseeable future.



Equity
Compensation Plan Information



Currently,
there is no equity compensation plan in place.



Unregistered
Sales of Equity Securities



Currently,
there is no unregistered sales of equity securities.





16









Purchases
of Equity Securities by the Registrant and Affiliated Purchasers



We
have not repurchased any shares of our common stock during the fiscal year ended December 31, 2018.



ITEM
6. SELECTED FINANCIAL DATA



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
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Report.



Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve
risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth
strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of,
working capital. They are generally identifiable by use of the words “may,” “will,” “should,”
“anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend,”
or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place
undue reliance on these forward-looking statements.



The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements are made or to reflect the occurrence of unanticipated events.



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. On April 5, 2019, DSwiss Asia Co., Ltd was officially deregistered.





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



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



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



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



At
DSwiss, research and development 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.





17







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 Operations



Revenues
for the year ended December 31, 2019 and 2018



The
Company generated revenue of $273,659 and $220,119 for the year ended December 31, 2019 and 2018 respectively. Revenue has increased
by $53,540 which is a 24.32% increase comparatively. The revenue mainly represented the supplies of beauty products to the customers.
We contribute our increase in revenue towards the success in local and oversea marketing effort.



Cost
of Revenue and Gross Margin



Cost
of revenue for the Company year ended December 31, 2019 amounted to $181,925 as compared to $178,287 for the year ended December
31, 2018. Increase of $3,638 in cost of revenue was contributed by increasing packing material cost and product purchase price.
As a result, the gross profit has increase from $41,832 for the year ended December 31, 2018 to $91,734 for the year ended December
31, 2019, while the gross margin of the Company increase from 19.00% in year ended December 31, 2018 to 33.52% in year ended December
31, 2019, which is a net increase of 14.52%.





18









Operating
Expenses



Selling, general and administrative
expenses for the year ended December 31, 2019 and 2018 amounted to $242,157 and $236,653 respectively, the increase
of $5,504 which is 2.33% higher comparatively which was contributed by the increase of expense in the Dswiss Sdn
Bhd.



Operating expenses for the year ended December
31, 2019 and 2018 amounted to $94,769 and $138,137 respectively, the decrease of $43,368 which is 31.39% lower comparatively,
such decrease was associated with the Company stringent cost control.



Other operating expenses for the year ended
December 31, 2019 and 2018 amounted to $56,315 and $46,445 respectively, the increase of $9,870 which is 21.25%
higher comparatively, such increase was depreciation of fixed assets.



Other
Income





The Company recorded an amount
of $63,592 and $8,058 as other income for the year ended December 31, 2019 and 2018 respectively. This income is derived
from the interest income earned and also the reversal of expenditure.





Net
Loss and Net Loss Margin



The net loss for the year was $295,463
for the year ended December 31, 2019 as compared to $371,345 for the year ended December 31, 2018. The decrease in
net loss of $75,882 which is a 20.43% lower comparatively due to higher contribution on gross profit. Taking
into the loss for the year ended December 31, 2019, the accumulated loss for the Company has increased from $1,218,833 to $1,490,845.



Liquidity
and Capital Resources





As of December
31, 2019, we had working capital deficit of $182,311 consisting of cash and cash equivalent of $48,353 as compared to working
capital surplus of $147,662 and our cash and cash equivalent of $188,754 as of December 31, 2018.







Net cash used
in operating activities for the year ended December 31, 2019 was $179,671 as compared to net cash used in operating activities
of $250,463 for the year ended December 31, 2018. The cash used in operating activities are mainly for filing fees, professional
fees, and business operation expenses.





Net cash used in investing activities for
the year ended December 31, 2019 was $2,082 as compared to net cash of investing activities for the year ended, 2018 were
$64,930. The cash used in investing activities are mainly for purchase of plant and equipment.



Net cash provided by financing activities
for the year ended December 31, 2019 was $78,475 as compared to $42,097 for the year ended December 31, 2018. The cash
provided by financing activities is advance from directors.



The
revenues generated from our current business operations alone may not be sufficient to fund our operations or planned growth.
We will likely require additional capital to continue to operate our business, and to further expand our business. Sources of
additional capital through various financing transactions or arrangements with third parties may include equity or debt financing,
bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period
required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when
required may have a negative impact on our operations, business development and financial results.





19







Critical
Accounting Policies and Estimates



Leases





The company determines if an arrangement
is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets,
operating lease non-current liabilities, and operating lease current liabilities in our consolidated balance sheet. Finance leases
are property and equipment, other current liabilities, and other non-current liabilities in the consolidated balance sheet.



ROU assets represent the right to use an
asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating
lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease
term. As most of the leases doesn’t provide an implicit rate. The company generally use the incremental borrowing rate on
the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The
operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized
on a straight -line basis over lease term. The Company adopted Public Bank Berhad’s base rate lending rate as a reference
for discount rate.



Leases that transfer substantially all the rewards and risks of
ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits
of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee
at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated
economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the
inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value
of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if
title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation
policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated
between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions
of ASC Topic 835-30, “Imputation of Interest”.



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.



Cash
and cash equivalents



Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.





20







Revenue
recognition



In
accordance with the Accounting Standard Codification Topic 605 “Revenue Recognition” (“ASC 605”), the
Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive
evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related
accounts receivable is probable.



Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.



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 sale return for the
period reported.



Cost
of revenues



Cost
of revenues includes the purchase cost of retail goods for re-sale to customers and the 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 year ended December 31, 2019 were $2,214,
while for the year ended December 31, 2018 were $2,983.





Selling,
general and administrative expenses



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



Cash
and cash equivalents



Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.



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               



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 year ended December 31, 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.





21







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, Thailand, Hong Kong and China. 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.



The
Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results
of operations for the year ended December 31, 2019 and year ended December 31, 2018. The Company and its subsidiary are subject
to local and various foreign tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax
jurisdictions.



Net
loss per share



The
Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share
is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss
per share is computed similar to basic 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 (“MYR”), 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 MYR 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 year ended December 31, |      
|--------------------------------------- |  | ----------------------------------------- | -----
|                                        |  | 2019                                      |      
|                                        |  |                                           |      
|Period-end MYR : US$1 exchange rate     |  |                                           | 4.09 
|Period-average MYR : US$1 exchange rate |  |                                           | 4.15 
|Period-end HK$ : US$1 exchange rate     |  |                                           | 7.79 
|Period-average HK$ : US$1 exchange rate |  |                                           | 7.81 
|Period-end RMB : US$1 exchange rate     |  |                                           | 6.96 
|Period-average RMB : US$1 exchange rate |  |                                           | 7.01 
|Period-end THB : US$1 exchange rate     |  |                                           | 29.76
|Period-average THB : US$1 exchange rate |  |                                           | 30.21



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 payable and accrued liabilities,
and amount due to a director 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------





22







Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision. Changes in assumptions could significantly affect the estimates.



Recent
accounting pronouncements



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



In
February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with
the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make
lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents
the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified
the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities.
Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for
fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU
and has not determined the effect of this standard on its ongoing financial reporting.



In
September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition(Topic 605), Revenue from Contracts
with Customers(Topic 606), Leases(Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs
Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer
Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the
adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption
guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for
the amendments for ASU 2014-09 and ASU 2016-02.





In
August 2018, the FASB has issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure
Requirements of Fair Value Measurement. This amendment modifies the disclosure requirements on fair value measurements in Topic
820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits,
with the primary purpose to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear
communication of the information required by US GAAP. The amendments in this update are effective for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2019.



The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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.



Off-Balance
Sheet Arrangements



As
of December 31, 2019, 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.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The
financial statements required by this item are located in PART IV of this Annual Report.



ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM
9A. CONTROLS AND PROCEDURES



Disclosures
Control and Procedures



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,
or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America and includes those policies and procedures that:



| | ● | 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.                                                                                                                                                                  





23







Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk.



As
of December 31, 2019, management assessed the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.
Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls
and procedures over were not effective. This was due to deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.



Identified
Material Weakness



A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies,
that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or
detected.



Management
identified the following material weakness during its assessment of internal controls over financial reporting as of December
31, 2019.



|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.                                                                                                                                                                                               



Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.



As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal
control over financial reporting as of December 31, 2019 based on criteria established in Internal Control—Integrated Framework
issued by COSO.



Management’s
Remediation Initiatives



In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:



|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.                                                                                                                                                                                



We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2019.



Changes
in internal controls over financial reporting



There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which
has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:



This
annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered
independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide
only management’s report in this Annual Report on Form 10-K.



ITEM
9B. OTHER INFORMATION



None.





24







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Our
executive officer’s and director’s and their respective ages as of the date hereof are as follows:



|NAME                |  | AGE |  | POSITION                                                              
|------------------- |  | --- |  | ----------------------------------------------------------------------
|Leong
    Ming Chia |  | 37  |  | Chief
    Executive Officer, President, Secretary, Treasurer, Director
|Wong
    Sui Ting   |  | 47  |  | Director                                                              



Set
forth below is a brief description of the background and business experience of our executive officer and director for the past
five years.



Leong
Ming Chia - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director



Mr.
Leong achieved an Advanced Diploma of Microelectronics & Physics from TAR College in 2003 as well as a Bachelor’s Degree
of Microelectronics & Physics from Campbell University in 2005. In 2007 Mr. Leong joined Tradenex, which is a subsidiary of
the Federation of Malaysian Manufacturers, as part of their sales and marketing department. Mr Leong was responsible for developing
a marketing plan, overseeing the execution and evaluating the results across B2B, B2C and retail sales channels in order to enable
inter-enterprise connectivity, communication and collaboration along the business value chain. From March 2009 onward Mr. Leong
was appointed as a committee member of Cross Border Business Association in Hong Kong, promoting cross border trade and opportunities.
Since January 2012 Mr. Leong joined DSwiss Sdn Bhd as a Business Development Advisor where Mr Leong developed a set of marketing
tool and is bringing the company from traditional sales model to e-commerce model. In September 2015, Mr. Leong was also appointed
as the chief executive officer and director of the Company.



On
May 31, 2017, upon the resignation of Mr. Chua Lee Yee resignation as a Chief Financial Officer, Secretary, Treasurer and Director,
Mr. Leong has took over the position as a Chief Financial Officer, Secretary and treasurer along with existing position as the
Chief Executive Officer, President and Director.



Mr.
Leong’s experience in the marketing and business development have led the Board of Director to reach the conclusion that
he should serve as a Director of the Company.



Wong
Sui Ting - Director



Mr.
Wong serves as a Director in the Company. Mr. Wong holds a Bachelor of Business (Accounting) from Monash University since year
1995. Also, he is an Associate Member of Malaysia Institute of Accountancy (MIA, Chartered Accountant) since 1999 and CPA Australia
since 1998. Mr. Wong co-founded Qinetics Solutions Sdn Bhd in 2000 and acts as Chief Financial Officer since the establishment.
He was tasked with overseeing and managing the overall financial affairs and operations of Qinetics, playing an active role in
corporate decisions and strategies. In 2011, Mr. Wong co-founded and acts as Chief Executive Officer of Forum Digital Sdn Bhd.
His responsibility in the company is to oversee the operation and in charge of business development of the company.



Mr.
Wong’s experience in accounting and the financial industry, as well as his knowledge of business development, has led the
Board of director to reach the conclusion that he should serve as the director of the Company. On May 31, 2017, Mr. Wong was appointed
as the director of the Company.





25







Corporate
Governance



The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the
“SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental
laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the
Company’s employees, officers and Directors as the Company is not required to do so.



In
lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief
Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices
and policies.



Committees
of the Board



Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does
our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary
to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.



Audit
Committee Financial Expert



Our
Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”
as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the
term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(14) of the FINRA Rules.



We
believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls
and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit
committee because management believes that the Board of Directors can adequately perform the functions of an audit committee.
In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert”
would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact
that we have not generated any positive cash flows from operations to date.



Involvement
in Certain Legal Proceedings



Our
Directors and our Executive officers have not been involved in any of the following events during the past ten years:



|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.                                                                                                                                                                                                                       





26







Code
of Ethics



We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees
and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and
state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or
Directors expand in the future, we may take actions to adopt a formal Code of Ethics.



Shareholder
Proposals



Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently
have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process
or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.



A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.



ITEM
11. EXECUTIVE COMPENSATION



The
following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers
who served at the end of the period December 31, 2019, for services rendered in all capacities to us.



Summary
Compensation Table:



|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, President, Secretary, Treasurer, Director (1) |                                          | For
    the year ended December 31, 2019 |  |  |                    | 155,052 |  |                   |   | - |                                                                   |  |   | -                                                                  |  |  |                                                                                             | - |  |                                                                                                  |   | - |                                                                             |  |   | -                 | 
|                                                                                            | For
    the year ended December 31, 2018 |                                          |  |  | 129,755            |         |  |                   | - |   |                                                                   |  | - |                                                                    |  |  | -                                                                                           |   |  |                                                                                                  | - |   |                                                                             |  | - |                   | 
|                                                                                            |                                          |                                          |  |  |                    |         |  |                   |   |   |                                                                   |  |   |                                                                    |  |  |                                                                                             |   |  |                                                                                                  |   |   |                                                                             |  |   |                   | 
|Wong
    Sui Ting, Director (2)                                                             |                                          | For
    the year ended December 31, 2019 |  |  |                    | -       |  |                   |   | - |                                                                   |  |   | -                                                                  |  |  |                                                                                             | - |  |                                                                                                  |   | - |                                                                             |  |   | -                 | 
|                                                                                            | For
    the year ended December 31, 2018 |                                          |  |  | -                  |         |  |                   | - |   |                                                                   |  | - |                                                                    |  |  | -                                                                                           |   |  |                                                                                                  | - |   |                                                                             |  | - |                   | 



|(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.                                                                                                                                                                                                                                                                                                         





27







Narrative
Disclosure to Summary Compensation Table



There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do
not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors
or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate
such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change
of responsibilities following a change of control.



Stock
Option Grants



We
have not granted any stock options to our executive officers since our incorporation.



Compensation
of Directors



The
table below summarizes all compensation of our directors as of December 31, 2019.



|Name
    and Principal Position                                                             |                                          | Period                                   |  |  | Fee
        ($) |        |  | Bonus
        ($) |   |   | Stock
                                         Awards
        ($) |  |   | Option
                                         Awards
        ($) |  |  | Non-Equity
                                         Incentive Plan Compensation
        ($) |   |  | Nonqualified
                                         Deferred Compensation Earnings
        ($) |   |   | All
                                         Other Compensation
        ($) |  |   | Total
        ($) | 
|------------------------------------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------- |  |  | --------------- | ------ |  | ----------------- | - | - | ----------------------------------------------------------------- |  | - | ------------------------------------------------------------------ |  |  | ------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------ | - | - | --------------------------------------------------------------------------- |  | - | ----------------- | 
|Leong
    Ming Chia, Chief Executive Officer, President, Secretary, Treasurer, Director (1) |                                          | For
    the year ended December 31, 2019 |  |  |                 | 17,805 |  |                   |   | - |                                                                   |  |   | -                                                                  |  |  |                                                                                             | - |  |                                                                                                  |   | - |                                                                             |  |   | -                 | 
|                                                                                            | For
    the year ended December 31, 2018 |                                          |  |  | 17,820          |        |  |                   | - |   |                                                                   |  | - |                                                                    |  |  | -                                                                                           |   |  |                                                                                                  | - |   |                                                                             |  | - |                   | 
|                                                                                            |                                          |                                          |  |  |                 |        |  |                   |   |   |                                                                   |  |   |                                                                    |  |  |                                                                                             |   |  |                                                                                                  |   |   |                                                                             |  |   |                   | 
|Wong
    Sui Ting, Director (2)                                                             |                                          | For
    the year ended December 31, 2019 |  |  |                 | -      |  |                   |   | - |                                                                   |  |   | -                                                                  |  |  |                                                                                             | - |  |                                                                                                  |   | - |                                                                             |  |   | -                 | 
|                                                                                            | For
    the year ended December 31, 2018 |                                          |  |  | -               |        |  |                   | - |   |                                                                   |  | - |                                                                    |  |  | -                                                                                           |   |  |                                                                                                  | - |   |                                                                             |  | - |                   | 



|(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.                                                                                                                                                                                                                                                                                                         





28







Employment
Agreements



We
do not have an employment or consulting agreement with any officers or Directors.



Compensation
Discussion and Analysis



Director
Compensation



Presently
only Leong Ming Chia receives fee for his service as a member of the Board of Directors. The Board of Directors reserves the right
in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company,
which awards, if granted shall be in the sole determination of the Board of Directors.



Executive
Compensation Philosophy



Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors
reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration
for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive
officer’s performance. This package may also include long-term stock based compensation to certain executives, which is
intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors
has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in
the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.



Incentive
Bonus



The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,
if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business
objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result
of the actions and ability of such executives.



Long-term,
Stock Based Compensation



In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we
may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion
of our Board of Directors, which we do not currently have any immediate plans to award.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



As
of December 31, 2019, the Company has 206,904,600 shares of common stock issued and outstanding, which number of issued and outstanding
shares of common stock have been used throughout this report.



The
following table sets forth, as of December 31, 2019 certain information with regard to the record and beneficial ownership of
the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5%
of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all
executive officers and directors of the Company as a group:





|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)                  |  |                                               | 62,937,500 |  |                                                                                                  | 
|                    |  |                                                       |  |                                               |            |  |                                                                                                  | 
|Common
    Stock    |  | Wong
    Sui Ting (ii)                                |  |                                               | 50,000     |  |                                                                                                  | 
|                    |  |                                                       |  |                                               |            |  |                                                                                                  | 
|                    |  | All
    of the officers and directors as a group (iv) |  |                                               | 62,987,500 |  |                                                                                                  | 
|                    |  |                                                       |  |                                               |            |  |                                                                                                  | 
|5%
    Shareholders |  |                                                       |  |                                               |            |  |                                                                                                  | 
|Common
    Stock    |  | Greenpro
    Venture Capital Limited (i)              |  |                                               | 27,000,000 |  |                                                                                                  | 
|Common
    Stock    |  | Hew
    Yuen Foong (i)                                |  |                                               | 33,000,000 |  |                                                                                                  | 
|Common
    Stock    |  | Teo
    Jen Jiang (i)                                 |  |                                               | 44,000,000 |  |                                                                                                  | 
|Common
    Stock    |  | Siow
    Kock Yong (i)                                |  |                                               | 33,000,000 |  |                                                                                                  | 



Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such
person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following
table does not necessarily reflect the person’s actual voting power at any particular date.



|(1) | Beneficial
    ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting
    or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and
    warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common
    stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially
    owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and
    conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding
    on as of the date of this Annual Report (206,904,600 shares), and (ii) the total number of shares that the beneficial owner
    may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote
    and dispose of its shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based
    on the total issued and outstanding shares of 206,904,600 as of the date of this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





29









ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE



Related
Party Transactions



Related
party transaction amounted of $13,816 and $20,456 for the year ended December 31, 2019 and December 31, 2018 respectively for
professional services provided by a subsidiary of the holding company of our corporate shareholder, Greenpro Venture Capital Limited.



The related party
transaction for the year ended December 31, 2019 was amounted to $153,328 and $39,942 for sales of our products to Agape ATP International
Holding Limited and Agape Superior Living Sdn Bhd. The director for both Agape ATP International Holding Limited and Agape Superior
Living Sdn Bhd is a corporate shareholder of our holding company.



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



Review,
Approval and Ratification of Related Party Transactions



Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional
Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an
appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Below
is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last
two fiscal years.



|                       |  | For
                                         the Year
        Ended
        December 31,
        2019 |        |  | For
                                         the Year
        Ended
        December 31,
        2018 |  
|---------------------- |  | ----------------------------------------------------------------------------------------------------- | ------ |  | ----------------------------------------------------------------------------------------------------- | -
|Audit
    fees         |  | $                                                                                                     | 14,000 |  |                                                                                                       | $
|Audit
    related fees |  |                                                                                                       | 8,870  |  |                                                                                                       |  
|Tax
    fees           |  |                                                                                                       | -      |  |                                                                                                       |  
|All
    other fees     |  |                                                                                                       | -      |  |                                                                                                       |  
|Total                  |  | $                                                                                                     | 22,870 |  |                                                                                                       | $



The
category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection
with regulatory filings with the SEC, such as the issuance of comfort letters and consents.



The
category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.



All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved
by our board of directors.





30







PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)
Financial Statements



The
following are filed as part of this report:



Financial
Statements



The
following financial statements of DSwiss, Inc. and Report of Independent Registered Public Accounting Firm are presented in the
“F” pages of this Report:



|                                                        | Page          
|------------------------------------------------------- | --------------
|                                                        |               
|Index                                                   | F-1           
|                                                        |               
|Report of Independent Registered Public Accounting Firm | F-2           
|                                                        |               
|Financial
    Statements                                |               
|                                                        |               
|Consolidated Balance Sheets                             | F-3           
|                                                        |               
|Consolidated Statements of Operations                   | F-4           
|                                                        |               
|Consolidated Statements of Stockholders’ Equity         | F-5           
|                                                        |               
|Consolidated Statements of Cash Flows                   | F-6           
|                                                        |               
|Notes to Consolidated Financial Statements              | F-7
    – F-19



(b)
Exhibits



The
following exhibits are filed or “furnished” herewith:



|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*                



*
Filed herewith.



**
As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.8 (File No. 333-208083) on July 20, 2016.





31







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:
    April 3, 2020 |                         
|                        |                         
|                        | By:                     
|                        | Title:                  
|                        |                         





32







INDEX
TO FINANCIAL STATEMENTS



|                                                             | Page          
|------------------------------------------------------------ | --------------
|Financial
    Statements                                     |               
|                                                             |               
|Report of Independent Registered Public Accounting Firm      | F-2           
|                                                             |               
|Consolidated Balance Sheets                                  | F-3           
|                                                             |               
|Consolidated Statements of Operations and Comprehensive Loss | 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-19





F-1







| | TOTAL
                                         ASIA ASSOCIATES PLT (LLP0016837-LCA & AF002128)
        Firm
        registered with US PCAOB and Malaysian MIA
        
        Block
        C-3-1, Megan Avenue 1,
        189
        Off Jalan Tun Razak,
        50400
        Kuala Lumpur,
        Malaysia.
        Tel
        : (603) 2733 9989
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TheBoard of Directors and
Stockholders of DSwiss, Inc.

Unit
18-11, 18-12 & 18-01, Tower A,

Vertical
Business Suite,
Jalan Kerinchi, 59200, Kuala Lumpur,

Malaysia.



Opinion
on the Financial Statements



We have audited
the accompanying balance sheets of DSwiss, Inc. (“the Company”) as of December 31, 2019 and 2018, and the related
statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended of
December 31, 2019 and 2018, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2019 and 2018, and the results of its operations and its cash flows for the year ended of December 31, 2019
and 2018, in conformity with accounting principles generally accepted in the United States of America.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company’s losses from operations and no operation raise substantial doubt about
its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|/s/
    TOTAL ASIA ASSOCIATE PLT                        | 
|------------------------------------------------------- | 
|                                                        | 
|TOTAL
        ASIA ASSOCIATES PLT                       | 
|                                                        | 
|We
    have served as the Company’s auditor since 2017. | 
|                                                        | 
|Kuala
    Lumpur, Malaysia                              | 
|                                                        | 
|Date:
    March 30, 2020                                | 
|                                                        | 
|Kuala
    Lumpur, Malaysia                              | 





F-2







DSWISS,
INC.

CONSOLIDATED
BALANCE SHEETS

AS
OF DECEMBER 31, 2019, and 2018

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

(Audited)



|                                                                                                                                                                                                                              |  | As of December 31, |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                                                                                                                                                              |  | 2019               |           
|ASSETS                                                                                                                                                                                                                        |  |                    |           
|CURRENT ASSETS                                                                                                                                                                                                                |  |                    |           
|Cash and cash equivalents                                                                                                                                                                                                     |  | $                  | 48,353    
|Accounts receivable                                                                                                                                                                                                           |  |                    | 8,342     
|Other receivables, prepaid expenses and deposit                                                                                                                                                                               |  |                    | 124,380   
|Income tax receivables                                                                                                                                                                                                        |  |                    | 1,301     
|Inventories                                                                                                                                                                                                                   |  |                    | 17,199    
|                                                                                                                                                                                                                              |  |                    |           
|Total current assets                                                                                                                                                                                                          |  |                    | 199,575   
|                                                                                                                                                                                                                              |  |                    |           
|NON-CURRENT ASSETS                                                                                                                                                                                                            |  |                    |           
|Property and equipment, net                                                                                                                                                                                                   |  |                    | 66,963    
|Intangible assets, net                                                                                                                                                                                                        |  |                    | 6,575     
|Operating lease right-of-use assets, net                                                                                                                                                                                      |  |                    | 92,883    
|                                                                                                                                                                                                                              |  |                    |           
|Total non-current assets                                                                                                                                                                                                      |  |                    | 166,421   
|                                                                                                                                                                                                                              |  |                    |           
|TOTAL ASSETS                                                                                                                                                                                                                  |  | $                  | 365,996   
|                                                                                                                                                                                                                              |  |                    |           
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                          |  |                    |           
|CURRENT LIABILITIES                                                                                                                                                                                                           |  |                    |           
|Account payable                                                                                                                                                                                                               |  | $                  | 458       
|Other payables and accrued liabilities                                                                                                                                                                                        |  |                    | 202,399   
|Finance lease liability                                                                                                                                                                                                       |  |                    | 8,075     
|Amounts due to a director                                                                                                                                                                                                     |  |                    | 125,834   
|Operating lease liability                                                                                                                                                                                                     |  |                    | 45,120    
|                                                                                                                                                                                                                              |  |                    |           
|Total current liabilities                                                                                                                                                                                                     |  |                    | 381,886   
|                                                                                                                                                                                                                              |  |                    |           
|NON-CURRENT LIABILITIES                                                                                                                                                                                                       |  |                    |           
|Finance lease liability                                                                                                                                                                                                       |  |                    | 41,373    
|Operating lease liability                                                                                                                                                                                                     |  |                    | 47,179    
|                                                                                                                                                                                                                              |  |                    |           
|Total non-current liabilities                                                                                                                                                                                                 |  |                    | 88,552    
|                                                                                                                                                                                                                              |  |                    |           
|TOTAL LIABILITIES                                                                                                                                                                                                             |  |                    | 470,438   
|                                                                                                                                                                                                                              |  |                    |           
|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 shares issued and outstanding
                                   as of December 31, 2019 and 2018 respectively |  |                    | 20,690    
|Additional paid-in capital                                                                                                                                                                                                    |  |                    | 1,395,426 
|Accumulated other comprehensive losses                                                                                                                                                                                        |  |                    | (34,564   
|Accumulated deficit                                                                                                                                                                                                           |  |                    | (1,490,845
|                                                                                                                                                                                                                              |  |                    |           
|TOTAL DSWISS, INC. STOCKHOLDERS’ EQUITY                                                                                                                                                                                       |  |                    | (109,293  
|NON-CONTROLLING INTEREST                                                                                                                                                                                                      |  |                    | 4,851     
|TOTAL STOCKHOLDERS’ EQUITY                                                                                                                                                                                                    |  |                    | (104,442  
|                                                                                                                                                                                                                              |  |                    |           
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                    |  | $                  | 365,996   



See
accompanying notes to consolidated financial statements.





F-3







DSWISS,
INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR
YEARS ENDED DECEMBER 31, 2019 AND 2018

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

(Audited)



|                                                                         |  | For the year ended  December 31, 2019 |             |   | For the year ended  December 31, 2018 |  
|------------------------------------------------------------------------ |  | ------------------------------------- | ----------- | - | ------------------------------------- | -
|REVENUE                                                                  |  | $                                     | 273,659     |   |                                       | $
|                                                                         |  |                                       |             |   |                                       |  
|COST OF REVENUE                                                          |  |                                       | (181,925    | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|GROSS PROFIT                                                             |  |                                       | 91,734      |   |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|OTHER INCOME                                                             |  |                                       | 63,592      |   |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                             |  |                                       | (242,157    | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|OPERATING EXPENSES                                                       |  |                                       | (94,769     | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|FINANCE COST                                                             |  |                                       | (2,450      | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|LEASE EXPENSES                                                           |  |                                       | (48,069     | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|OTHER OPERATING EXPENSES                                                 |  |                                       | (56,315     | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|LOSS ON LIQUIDITY                                                        |  |                                       | (7,029      | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|LOSS BEFORE INCOME TAX                                                   |  |                                       | (295,463    | ) |                                       | $
|                                                                         |  |                                       |             |   |                                       |  
|INCOME TAXES PROVISION                                                   |  |                                       | -           |   |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|NET LOSS                                                                 |  |                                       | (295,463    | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|Non-Controlling Interests                                                |  |                                       | 9,565       |   |                                       |  
|Other comprehensive loss:                                                |  |                                       |             |   |                                       |  
|- Foreign exchange adjustment loss                                       |  |                                       | (13,070     | ) |                                       |  
|COMPREHENSIVE LOSS                                                       |  | $                                     | (298,968    | ) |                                       | $
|                                                                         |  |                                       |             |   |                                       |  
|Net loss per share- Basic and diluted                                    |  |                                       | (0.00       | ) |                                       |  
|                                                                         |  |                                       |             |   |                                       |  
|Weighted average number of common shares outstanding - Basic and diluted |  | $                                     | 206,904,600 |   |                                       | $



See
accompanying notes to consolidated financial statements.





F-4







DSWISS,
INC.

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR
YEARS ENDED DECEMBER 31, 2019 AND 2018

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

(Audited)



|                                            |  | COMMON
    STOCK     |             |  | ADDITIONAL |  |        | ACCUMULATED         |  |  |                        |  |  | NON-               |         |   |                          |  
|------------------------------------------- |  | -------------------- | ----------- |  | ---------- |  | ------ | ------------------- |  |  | ---------------------- |  |  | ------------------ | ------- | - | ------------------------ | -
|                                            |  | Number
    of shares |             |  | Amount     |  |        | PAID-IN
    CAPITAL |  |  | COMPREHENSIVE
    LOSS |  |  | ACCUMULATED LOSSES |         |   | CONTROLLING
    INTEREST |  
|Balance as of December 31,
    2018         |  |                      | 206,904,600 |  |            |  | 20,690 |                     |  |  | 1,395,426              |  |  |                    | (21,494 | ) |                          | $
|Foreign currency translation
    adjustment |  |                      | -           |  |            |  | -      |                     |  |  | -                      |  |  |                    | (13,070 | ) |                          |  
|Net loss                                    |  |                      | -           |  |            |  | -      |                     |  |  | -                      |  |  |                    | -       |   |                          |  
|Liquidation of
    subsidiaries             |  |                      |             |  |            |  |        |                     |  |  |                        |  |  |                    |         |   |                          |  
|Balance as of December 31, 2019 (audited)   |  |                      | 206,904,600 |  |            |  | 20,690 |                     |  |  | 1,395,426              |  |  |                    | (34,564 | ) |                          |  





See accompanying notes to consolidated financial statements



F-5









DSWISS,
INC.

CONSOLIDATED
STATEMENT OF CASH FLOWS

FOR
YEARS ENDED DECEMBER 31, 2019 AND 2018

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

(Audited)





|                                                                            |  | For the year ended December
    31, 2019 |          |   | For the year ended December
    31, 2018 |  
|--------------------------------------------------------------------------- |  | ---------------------------------------- | -------- | - | ---------------------------------------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                          |          |   |                                          |  
|Net loss                                                                    |  | $                                        | (295,463 | ) |                                          | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                          |          |   |                                          |  
|Depreciation and amortization                                               |  |                                          | 62,663   |   |                                          |  
|Bad debts expense                                                           |  |                                          | 19,073   |   |                                          |  
|Waiver of debts                                                             |  |                                          | (38      | ) |                                          |  
|Amortization for intangible assets                                          |  |                                          | 2,867    |   |                                          |  
|Loss on disposal of property and equipment                                  |  |                                          | -        |   |                                          |  
|Write off of asset                                                          |  |                                          | 8,839    |   |                                          |  
|Trademark written-off                                                       |  |                                          | 478      |   |                                          |  
|Loss on liquidation                                                         |  |                                          | 7,029    |   |                                          |  
|Changes in operating assets and liabilities:                                |  |                                          |          |   |                                          |  
|Accounts receivable                                                         |  |                                          | 3,420    |   |                                          |  
|Account payable                                                             |  |                                          | (27,424  | ) |                                          |  
|Inventories                                                                 |  |                                          | (2,062   | ) |                                          |  
|Other payables and accrued liabilities                                      |  |                                          | 149,424  |   |                                          |  
|Prepaid expenses and deposits                                               |  |                                          | (63,477  | ) |                                          |  
|Reduction in lease liability                                                |  |                                          | (43,699  | ) |                                          |  
|Cash used in operating activities                                           |  |                                          | (178,370 | ) |                                          |  
|Taxation paid                                                               |  |                                          | (1,301   | ) |                                          |  
|Net cash used in operating activities                                       |  |                                          | (179,671 | ) |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                                          |          |   |                                          |  
|Purchase of property and equipment                                          |  |                                          | (2,082   | ) |                                          |  
|Disposal of assets                                                          |  |                                          | -        |   |                                          |  
|Intangible assets                                                           |  |                                          | -        |   |                                          |  
|Net cash used in investing activities                                       |  |                                          | (2,082   | ) |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                          |          |   |                                          |  
|Advance from directors                                                      |  |                                          | 85,358   |   |                                          |  
|Proceeds from hire purchase finance                                         |  |                                          | -        |   |                                          |  
|Repayment of hire purchase                                                  |  |                                          | (6,883   | ) |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|Net cash providedby financing activities                                    |  |                                          | 78,475   |   |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|Effect of exchange rate changes on cash and cash equivalents                |  |                                          | (37,123  | ) |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|Net change in cash and cash equivalents                                     |  |                                          | (103,278 | ) |                                          |  
|Cash and cash equivalents, beginning of year                                |  |                                          | 188,754  |   |                                          |  
|                                                                            |  |                                          |          |   |                                          |  
|CASH AND CASH EQUIVALENTS, END
    OF YEAR                                  |  | $                                        | 48,353   |   |                                          | $
|SUPPLEMENTAL CASH FLOWS INFORMATION                                         |  |                                          |          |   |                                          |  
|Income taxes paid                                                           |  | $                                        | 1,301    |   |                                          | $
|Interest paid                                                               |  | $                                        | 7,484    |   |                                          | $



See
accompanying notes to consolidated financial statements.





F-6







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



1.
ORGANIZATION AND BUSINESS BACKGROUND



DSwiss,
Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 28, 2015.

DSwiss,
Inc. operates through its wholly owned subsidiary, DSwiss Holding Limited, a Company organized under the laws of Seychelles.

The
principal activity of the Company and its subsidiaries is to supply high-quality health and beauty products, including beverages
to assist in weight management, anti-aging creams, and products designed to improve the overall health system in our body.

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:



|   |  | 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
                                         share 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 (2)                                            |  | Thailand,
    April 21, 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-7







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



Business
Overview



DSwiss
is a premier biotech-nutraceutical company, supplying high-quality health and beauty products, including beverages to assist in
weight management, anti-aging products, and immune system products designed to improve the overall health system in our body.



Since
our establishment, our growth has been tremendous in Malaysia. From a mere selection of two (2) products, the company had expanded
to nine (9) products and two (2) equipments by 2018. With the strong leadership of our company’s Chief Executive Officer;
Vincent Leong, our products are now consumed around the world, such Malaysia, Singapore, Indonesia, Hong Kong, Macau, Taiwan and
China. To date, we had expanded across ASEAN regions through the support of our distributors and determined to expand our geographical
presence to markets that we have yet to explore.



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 classified 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 continuous commitment
to providing quality products.



We
recognize the growing trend of social media and because of that, the management had decided to place a higher priority in social
media for our marketing strategy. Coupled with the extensive networks we had built since our inception, the nature of our job
has become easier and efficient to reach out to our clients. But, perhaps the most imperative to our success is the ability to
connect with our customers and receive their feedback directly. From the feedback we received, we are able to understand better
of our customer’s demand and make further improvements. As a result, our customers’ base has been growing exponentially
and resulted in a robust brand image of our company.



Moving
forward, we plan to form certain alliances and business partnerships with few selected local companies from various countries.
We strongly believe a healthy business relationship is vital for one’s business expansion, and more importantly; growth.
While DSwiss has always been focused on pursuing operations within ASEAN, we certainly hope to expand our brand across the world
in the future.



At
the same time, we also expanded to globally recognised Turnkey Private Label Manufacturing Services for nutraceutical, skin care,
personal care, eyecare and equipment 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, all licenses needed so customer can concentrate on what they should
do.



2.
GOING CONCERN UNCERTAINTIES



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



As of December 31, 2019, the Company suffered
an accumulated deficit of $1,490,845 and continuously incurred a net operating loss of $295,463 for year ended December
31, 2019. The continuation of the Company as a going concern through December 31, 2019 is dependent upon improving the profitability
and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing
will provide the additional cash to meet the Company’s obligations as they become due.



These
and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.



3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The
accompanying consolidated financial statements reflect the application of certain significant accounting policies as described
in this note and elsewhere in the accompanying consolidated financial statements and notes.



Basis
of presentation



These
accompanying consolidated financial statements have been 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.





F-8







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



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.



Cash
and cash equivalents



Cash
and cash equivalents are carried at cost and represent cash on hand, time deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of six months or less as of the purchase date of such investments.



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               



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 year ended December 31, 2019.





Leases



The company determines if an arrangement
is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets,
operating lease non-current liabilities, and operating lease current liabilities in our consolidated balance sheet. Finance leases
are property and equipment, other current liabilities, and other non-current liabilities in the consolidated balance sheet.



ROU assets represent the right to use an
asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating
lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease
term. As most of the leases doesn’t provide an implicit rate. The company generally use the incremental borrowing rate on
the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The
operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized
on a straight -line basis over lease term. The Company adopted Public Bank Berhad’s base rate lending rate as a reference
for discount rate.



Leases that transfer substantially all the rewards and risks of
ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits
of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee
at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated
economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the
inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value
of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if
title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation
policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated
between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions
of ASC Topic 835-30, “Imputation of Interest”.



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.



Revenue
recognition



In
accordance with 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 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. Based on limited operating history, management estimates that there was no sale return for the
period reported.



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





F-9







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



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.



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.



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.



Net
loss per share



The
Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per
share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted
loss per share is computed similar to basic 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.





F-10







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



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 (“MYR”), 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 MYR 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 year ended December 31, |      
|--------------------------------------- |  | ----------------------------------------- | -----
|                                        |  | 2019                                      |      
|                                        |  |                                           |      
|Period-end MYR : US$1 exchange rate     |  |                                           | 4.09 
|Period-average MYR : US$1 exchange rate |  |                                           | 4.15 
|Period-end HK$ : US$1 exchange rate     |  |                                           | 7.79 
|Period-average HK$ : US$1 exchange rate |  |                                           | 7.81 
|Period-end RMB : US$1 exchange rate     |  |                                           | 6.96 
|Period-average RMB : US$1 exchange rate |  |                                           | 7.01 
|Period-end THB : US$1 exchange rate     |  |                                           | 29.76
|Period-average THB : US$1 exchange rate |  |                                           | 30.21



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, subscription receivables, prepayment and
deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term
nature of these financial instruments.





F-11







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



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.



Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision. Changes in assumptions could significantly affect the estimates.



Recent
accounting pronouncements



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



In
February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with
the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make
lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents
the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified
the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities.
Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for
fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU
and has not determined the effect of this standard on its ongoing financial reporting.



In
September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition(Topic 605), Revenue from Contracts with Customers(Topic 606), Leases(Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement
at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments
in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and
ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as
amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and
ASU 2016-02.





In
August 2018, the FASB has issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure
Requirements of Fair Value Measurement. This amendment modifies the disclosure requirements on fair value measurements in Topic
820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits,
with the primary purpose to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear
communication of the information required by US GAAP. The amendments in this update are effective for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2019.



The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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-12







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



4.
VIE STRUCTURE AND ARRANGEMENTS



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



The
Management Services Agreement I also 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-13









DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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





5.
STOCKHOLDERS’ EQUITY



As of December 31, 2019 and 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.





F-14







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



6.
PROPERTY AND EQUIPMENT



|                               |  | As of December 31, |          |   | As of December 31, |  
|------------------------------ |  | ------------------ | -------- | - | ------------------ | -
|                               |  | 2019               |          |   | 2018               |  
|Computer and software          |  | $                  | 92,462   |   |                    | $
|Furniture and fittings         |  |                    | 6,144    |   |                    |  
|Office equipment               |  |                    | 9,646    |   |                    |  
|Motor vehicle                  |  |                    | 79,054   |   |                    |  
|Renovation                     |  |                    | -        |   |                    |  
|Total property and equipment   |  |                    | 187,306  |   |                    | $
|Accumulated depreciation       |  |                    | (119,720 | ) |                    |  
|Effect of translation exchange |  |                    | (623     | ) |                    |  
|Property and equipment, net    |  | $                  | 66,963   |   |                    | $





Depreciation
expense for the year ended December 31, 2019 and December 31, 2018 were $19,571 and $24,041, respectively. As of
December 31, 2019, the company has write-off the renovation with
an carrying amount of $8,839.





7.
INTANGIBLE ASSETS



|                               |  | As of December 31, |        |   | As of December 31, |  
|------------------------------ |  | ------------------ | ------ | - | ------------------ | -
|                               |  | 2019               |        |   | 2018               |  
|Trademarks                     |  | $                  | 12,077 |   |                    | $
|Amortization                   |  |                    | (5,061 | ) |                    |  
|Effect if translation exchange |  |                    | (441   | ) |                    |  
|Intangible assets, net         |  | $                  | 6,575  |   |                    | $





Amortization
for the year ended December 31, 2019 and December 31, 2018 were $2,867 and $777, respectively.





8.
PREPAID EXPENSES AND DEPOSITS



|                                                           |  | As of December 31, |         |  | As of December 31, |  
|---------------------------------------------------------- |  | ------------------ | ------- |  | ------------------ | -
|                                                           |  | 2019               |         |  | 2018               |  
|Prepaid expenses                                           |  | $                  | 6,629   |  |                    | $
|Deposits                                                   |  |                    | 117,711 |  |                    |  
|Other
                                         receivables |  |                    | -       |  |                    |  
|Total prepaid expenses and deposits                        |  | $                  | 124,380 |  |                    | $



9.
INVENTORIES



|                        |  | As of December 31, |        |  | As of December 31, |  
|----------------------- |  | ------------------ | ------ |  | ------------------ | -
|                        |  | 2019               |        |  | 2018               |  
|Finished goods, at cost |  | $                  | 17,199 |  |                    | $
|Total inventories       |  | $                  | 17,199 |  |                    | $



10.
OTHER PAYABLES AND ACCRUED LIABILITIES



|                                       |  | As of December 31, |         |  | As of December 31, |  
|-------------------------------------- |  | ------------------ | ------- |  | ------------------ | -
|                                       |  | 2019               |         |  | 2018               |  
|Other payables                         |  | $                  | 168,876 |  |                    | $
|Accrued audit fees                     |  |                    | 19,873  |  |                    |  
|Accrued other expenses                 |  |                    | 10,787  |  |                    |  
|Accrued professional fees              |  |                    | 2,863   |  |                    |  
|Total payables and accrued liabilities |  | $                  | 202,399 |  |                    | $



As
at December 31, 2019, included in other payable is an amount of $132,085 to the Agape Superior Living Sdn Bhd. The director of
Agape Superior Living Sdn Bhd is a corporate shareholder of our holding company. The amount is unsecured, interest free and is
repayable on demand.



11.
FINANCE LEASE LIABILITY



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 December 31, |        |   | As of December 31, |  
|---------------------------------- |  | ------------------ | ------ | - | ------------------ | -
|                                   |  | 2019               |        |   | 2018               |  
|Finance lease                      |  | $                  | 55,721 |   |                    | $
|Less: interest expense             |  |                    | (6,273 | ) |                    |  
|Net present value of finance lease |  |                    | 49,448 |   |                    |  
|                                   |  |                    |        |   |                    |  
|Current portion                    |  |                    | 8,075  |   |                    |  
|Non-current portion                |  |                    | 41,373 |   |                    |  
|Total                              |  | $                  | 49,448 |   |                    | $



As
of December 31, 2019, the maturities of the finance lease for each of the years are as follows:



|2020  |  |   | 8,075  | 
|----- |  | - | ------ | 
|2021  |  |   | 8,484  | 
|2022  |  |   | 8,892  | 
|2023  |  |   | 9,159  | 
|2024  |  |   | 9,467  | 
|2025  |  |   | 5,371  | 
|Total |  | $ | 49,448 | 



12.
AMOUNT DUE TO A DIRECTOR



As
of December 31, 2019, and December 31, 2018, a director of the Company advanced $125,834 and $40,476, respectively to the Company,
which is unsecured, interest-free with no fixed repayment term, for working capital purpose. Imputed interest is considered insignificant.





F-15







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



13.
INCOME TAXES



For
the year ended December 31, 2019 and year ended December 31, 2018, the local (United States) and foreign components of loss before
income taxes were comprised of the following:



|                        |  | For the year ended December 31, 2019 |          |   | For the year ended December 31, 2018 |  
|----------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | -
|                        |  |                                      |          |   |                                      |  
|Tax jurisdictions from: |  |                                      |          |   |                                      |  
|- Local                 |  | $                                    | (43,726  | ) |                                      | $
|- Foreign, representing |  |                                      |          |   |                                      |  
|Seychelles              |  |                                      | (1,896   | ) |                                      |  
|Hong Kong               |  |                                      | (111,395 | ) |                                      |  
|Malaysia                |  |                                      | (123,237 | ) |                                      |  
|PRC                     |  |                                      | (21,251  | ) |                                      |  
|Thailand                |  |                                      | 6,042    |   |                                      |  
|Loss before income tax  |  | $                                    | (295,463 | ) |                                      | $



The
provision for income taxes consisted of the following:



|                   |  |   | For the year ended December 31, 2019 |  |  |   | For the year ended December 31, 2018 | 
|------------------ |  | - | ------------------------------------ |  |  | - | ------------------------------------ | 
|                   |  |   |                                      |  |  |   |                                      | 
|Current:           |  |   |                                      |  |  |   |                                      | 
|- Local            |  | $ | -                                    |  |  | $ | -                                    | 
|- Foreign          |  |   | -                                    |  |  |   | -                                    | 
|                   |  |   |                                      |  |  |   |                                      | 
|Deferred:          |  |   |                                      |  |  |   |                                      | 
|- Local            |  |   | -                                    |  |  |   | -                                    | 
|- Foreign          |  |   | -                                    |  |  |   | -                                    | 
|                   |  |   |                                      |  |  |   |                                      | 
|Income tax expense |  | $ | -                                    |  |  | $ | -                                    | 



The
following table sets forth the significant components of the aggregate deferred tax assets of the Company for the period ended
December 31, 2019 and 2018.



|                                  |  | For the year ended December 31, 2019 |          |   | For the year ended December 31, 2018 |  
|--------------------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | -
|Deferred tax assets:              |  |                                      |          |   |                                      |  
|Net operating loss carry forwards |  |                                      |          |   |                                      |  
|-United States of America         |  | $                                    | (69,741  | ) |                                      | $
|-Seychelles                       |  | $                                    | -        |   |                                      |  
|-Hong Kong                        |  | $                                    | (84,136  | ) |                                      | $
|-Malaysia                         |  | $                                    | (100,905 | ) |                                      | $
|-PRC                              |  | $                                    | (29,164  | ) |                                      | $
|-Thailand                         |  | $                                    | -        |   |                                      | $
|                                  |  |                                      | (283,946 | ) |                                      |  
|Less: valuation allowance         |  | $                                    | 283,946  |   |                                      | $
|Deferred tax assets               |  | $                                    | -        |   |                                      | $





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 and its subsidiary 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. As of 31 December, 2019, the operations
in the United States of America incurred $332,098 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 $69,741 against the deferred tax assets on the expected future tax benefits from
the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized
in the future.



Seychelles



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



Hong
Kong



DSwiss (HK) Limited
is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. As
of December 31, 2019, the operations in the Hong Kong incurred $509,914 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
$84,136 against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the
management believes it is more likely than not that these assets will not be realized in the future.



Malaysia



DSwiss Sdn Bhd and DSwiss Biotech Sdn Bhd
are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 17% to 24% on its assessable
income. As of December 31, 2019, the operations in the Malaysia incurred $560,586 of cumulative net operating losses which
can be carried forward to offset future taxable income, at the tax rate of 18%. The Company has provided for a full valuation
allowance of $100,905 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.



The
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%. As of December 31, 2019, the operations in the PRC incurred $116,657 of cumulative
net operating losses which can be carried forward to offset future taxable income, at the tax rate of 25%. The Company has provided
for a full valuation allowance of $29,164 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-16







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



14.
CONCENTRATIONS OF RISKS



(a)
Major customers



For
the year ended December 31, 2019, the customers who accounted for 10% or more of the Company’s revenues and its accounts
receivable balance at year-end are presented as follows:





|           |  | For the
    year ended December 31 |        
|---------- |  | ---------------------------------- | -------
|           |  | 2019                               |        
|           |  | Revenues                           |        
|Customer B |  | $                                  | 40,096 
|Customer C |  |                                    | -      
|Customer D |  |                                    | -      
|Customer E |  | $                                  | 133,543
|           |  | $                                  | 173,639



(b)
Major vendors



For
the year ended December 31, 2019, the vendors who accounted for 10% or more of the Company’s purchases and its accounts
payable balance at year-end are presented as follows:





|         |  | For the
    year ended December 31 |       
|-------- |  | ---------------------------------- | ------
|         |  | 2019                               |       
|         |  | Purchases                          |       
|Vendor A |  | $                                  | -     
|Vendor B |  | $                                  | -     
|Vendor C |  | $                                  | -     
|Vendor D |  | $                                  | -     
|Vendor E |  | $                                  | 92,165
|         |  | $                                  | 92,165



(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 trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short
collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance
for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.



(d)
Exchange rate risk



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





F-17







DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



15.
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES



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



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



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



The
initial recognition of operating lease right and lease liability as follow:





As
of December 31, 2019, operating lease right of use asset as follow:



|Initial recognition as of January 1, 2019 |  | $ | 136,308 |  
|----------------------------------------- |  | - | ------- | -
|Accumulated amortization                  |  |   | (43,092 | )
|Effect of translation exchange            |  |   | (333    | )
|Balance as of December 31, 2019           |  | $ | 92,883  |  



As
of December 31, 2019, operating lease liability as follow:



|Initial recognition as of April 1, 2019 |  | $ | 136,308 |  
|--------------------------------------- |  | - | ------- | -
|Less: gross repayment                   |  |   | (49,025 | )
|Add: imputed interest                   |  |   | 4,977   |  
|Effect of translation exchange          |  |   | 39      |  
|Balance as of December 31, 2019         |  | $ | 92,299  |  
|Less: lease liability current portion   |  |   | (45,120 | )
|Lease liability non-current portion     |  |   | 47,179  |  



For
the year ended December 31, 2019, the amortization of the operating lease right of use asset are $43,092. As the Company
adopt ASC 842 on and after January 1, 2019, the Company did not incur nor accrued any amortization of operating lease right for
the year ended December 31, 2018.



Maturities
of operating lease obligation as follow:



|Year ending       |  |   |       
|----------------- |  | - | ------
|December 31, 2020 |  | $ | 45,120
|December 31, 2021 |  |   | 47,179
|Total             |  | $ | 92,299





F-18









DSWISS,
INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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



Other information:



|                                                                         |  | Year ended December 31, |       
|------------------------------------------------------------------------ |  | ----------------------- | ------
|                                                                         |  | 2019                    |       
|                                                                         |  | (unaudited)             |       
|Cash paid for amounts included in the measurement of lease liabilities:  |  |                         |       
|Operating cash flow from operating lease                                 |  | $                       | 43,092
|Right-of-use assets obtained in exchange for operating lease liabilities |  |                         | 92,883
|Remaining lease term for operating lease (years)                         |  |                         | 2     
|Weighted average discount rate for operating lease                       |  |                         | 4.47  



Lease
expenses were $44,009 ended December 31, 2019, respectively. As the Company adopt ASC 842 on and after January 1, 2019, the Company
did not incur nor accrued any lease expenses for the year ended December 31, 2018.



16.
LOSS OF LIQUIDATION



|                                         |  | Year ended December 31, |        
|---------------------------------------- |  | ----------------------- | -------
|                                         |  | 2019                    |        
|                                         |  | (unaudited)             |        
|Valuation of DS Asia Co., Ltd            |  |                         |        
|- Share Capital                          |  | $                       | 63,800 
|- Retained Loss b/f                      |  |                         | (67,492
|- Current Net profit                     |  |                         | 3,296  
|Net Asset of DS Asia Co., Ltd            |  |                         | -      
|Goodwill (if any)                        |  |                         | -      
|Net Value of DS Asia Co., Ltd            |  |                         | -      
|Apportionment for Shareholding (49%)     |  |                         | 0.49   
|Sales Proceed for Disposal of Investment |  |                         | -      
|Investment in VIE                        |  |                         | (7,029 



17. RELATED
PARTY TRANSACTIONS



Related party transaction amounted of $13,816
and $20,456 for the year ended December 31, 2019 and December 31, 2018 respectively for professional services provided by a subsidiary
of the holding company of our corporate shareholder, Greenpro Venture Capital Limited.



The related party transaction for the year
ended December 31, 2019 was amounted to $153,328 and $39,942 for sales of our products to Agape ATP International Holding Limited
and Agape Superior Living Sdn Bhd. The director for both Agape ATP International Holding Limited and Agape Superior Living Sdn
Bhd is a corporate shareholder of our holding company.



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







18. 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 December 31, 2019up
through the date the Company issued the audited consolidated financial statements.







F-19