DQWS 10-K & 10-Q changes, risk factors and insider trading
DSwiss Inc · OTC · Perfumes, Cosmetics & Other Toilet Preparations · CIK 1652561 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Sale of goods (retail trading)”
New heading “Rendering of services (healthcare services)”
New heading “Principal vs Agent”
New heading “Expected credit loss”
Largest changes
“The Company assesses expected credit losses (“ECL”) on its financial assets, including trade receivables and amounts owing from related parties, in accordance with the applicable credit loss model. The determination of expected credit loss requires the company to assess the timing and extent of recoverability of receivables and the relevance of forward-looking information The assessments involve significant judgement and estimation in evaluating credit risk and the probability of default.”see in full comparison
“Based on the above factors, management has assessed that the risk of default is minimal and that any potential credit losses are not material.”see in full comparison
Full comparison: every changed paragraph (74)
The
Company generated revenue of $3,112,887$2,920,986 and $1,470,071$3,112,887 for the year ended December 31, 20242025 and 20232024 respectively. Revenue has increaseddecreased
by $1,642,816$191,901 which is a 111.8%6.16% increasedecrease comparatively. The revenue mainly represented OEM/ODM sales of Nutraceutical and Skincare Supplies
to the customers.
Cost
of revenue for the Company year ended December 31, 2024,2025, amounted to $2,489,616$2,356,424 as compared to $1,110,846$2,489,616 for the year ended December
31, 2023.2024. The increasedecrease of $1,378,770$133,192 in cost of revenue was in line with the increasedecrease in revenue. As a result, the gross profit has increaseddecreased
from $359,225 for the year ended December 31, 2023 to $623,271 for the year ended December 31, 2024.2024 to $564,562 for the year ended December 31, 2025.
Operating
expenses for the year ended December 31, 20242025 and 20232024 amounted to $1,203$1,167 and $1,342$1,203 respectively, the decrease of $139$36 which is 10.36%2.99
% lower comparatively.
The
Company recorded an amount of $13,300$40,175 and $6,904$13,300 as other income for the year ended December 31, 20242025 and 20232024 respectively. This income
is derived from the gain on disposal of plant and equipment, interest income earned and
exchange gain.
Net
Profit / (Loss)/ Profit and Net Profit / (Loss)/ Profit Margin
Net
loss for the year ended December 31, 2025 was $76,860 as compared to net profit for the year ended December 31, 2024 was $22,223$22,223. asThe
decrease compared toin net profit of $99,083 was resulted from the decrease in revenue. Taking into the loss for the year ended December 31, 2023 was $49,535. The
increase in net profit of $71,758 was resulted from the increase in revenue. Taking into the profit for the year ended December 31, 2024,2025,
the accumulated loss for the Company has decreasedincreased from $1,410,153$1,387,930 to $1,387,930.$1,464,790.
As
of December 31, 2024,2025, we had working capital surplusdeficit of $13,645$133,691 consisting of cash and cash equivalent of $397,476$285,034 as compared to working
capital surplus of $21,848$13,645 and our cash and cash equivalent of $249,110$397,476 as of December 31, 2023.2024.
Net
cash generatedused fromin operating activities for the year ended December 31, 20242025 was $182,699$94,303 as compared to net cash generated from operating activities
activities of $45,295$182,556 for the year ended December 31, 2023.2024. The increasedecrease in cash generated from operating activities are mainly resulted
from the increase
decrease in accounts payable, other payables and accrued liabilities.
Net
cash used in investing activityactivities for the year ended December 31, 20242025 was $105,258$8,482 as compared to net cash used in investing activityactivities for
for the year ended December 31, 20232024 were $372.$105,258. The cash used in investing activities are mainly for purchase of plant and
equipment.
Net
cash generatedused fromin financing activityactivities for the year ended December 31, 20242025 was $68,306$34,728 as compared to net cash usedgenerated infrom financing activityactivities
$15,890$68,306 for the year ended December 31, 2023.2024. The net cash generated from / (used in)/ generated from financing activityactivities are mainly for the addition and
and repayment of finance lease.
In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Board of Director.
We believe that the assumptions, judgments and estimates involved in the accounting for leases, revenue recognition and expected credit loss have the greatest potential impact on our Consolidated Financial Statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
The Company applies significant judgement in accounting for its leases and determining the related right-of-use assets (ROUA) and lease liabilities. Key judgements include:
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”.
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.
The Company’s revenue is primarily derived from the sale of healthcare goods and the services.
Sale of goods (retail trading)
Revenue from the sale of goods is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the customer collects the products from the Company’s premises. At that point, the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the goods, and the Company has no remaining performance obligations.
The Company applies significant judgement in determining whether it acts as a principal or an agent in its revenue arrangements. (Refer to the principal vs agent paragraph below) The Company has assessed that it acts as a principal in the sale of goods, as it obtains control of the goods before they are transferred to the customer. Indicators supporting this assessment include that the Company is primarily responsible for fulfilling the promise to provide the goods, has discretion in establishing selling prices, and bears inventory and credit risks.
Rendering of services (healthcare services)
Revenue from healthcare services is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company’s performance obligation is to perform the agreed-upon services as specified in the signed purchase order.
Revenue is recognised as the services are performed. The Company applies judgement in determining whether performance obligations are satisfied over time, assessing the appropriate method to measure progress, and evaluating when sampling and testing procedures are substantially completed. The Company also considers the impact of any variable consideration, such as discounts or rebates, in determining the transaction price.
Principal vs Agent
The Company evaluates whether it acts as a principal or an agent in transactions involving non-exclusive distributor arrangements.
The Company is considered a principal when it controls the specified goods before they are transferred to the customer. In making this assessment, the Company considers indicators including, but not limited to:
Although the supplier may ship goods directly to the customer (drop shipment arrangement), the Company retains control of the goods prior to transfer due to its exposure to inventory risk and pricing discretion. Accordingly, revenue is recognized on a gross basis.
Expected credit loss
The Company assesses expected credit losses (“ECL”) on its financial assets, including trade receivables and amounts owing from related parties, in accordance with the applicable credit loss model. The determination of expected credit loss requires the company to assess the timing and extent of recoverability of receivables and the relevance of forward-looking information The assessments involve significant judgement and estimation in evaluating credit risk and the probability of default.
As of the reporting date, no material allowance for expected credit losses has been recognized. This is primarily due to:
Based on the above factors, management has assessed that the risk of default is minimal and that any potential credit losses are not material.
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, 2024 were $321 while for the year ended December 31, 2023
were $5.
Selling,
general and administrative expenses
Selling,
general and administrative expenses are primarily comprised of salaries, 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.
Plant
and equipment
Plant
and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant, equipment and software are calculated
on the straight-line method over their estimated useful lives or lease terms generally as follows:
Intangible
assets
Intangible
assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks in
India, Singapore, Cambodia, Hong Kong and China 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, 2024.
Income
taxes
Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”).
Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are
expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The
Company conducts major businesses in Malaysia. The Company is subject to tax in these jurisdictions. As a result of its business activities,
the Company will file tax returns that are subject to examination by the foreign tax authority.
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, 2024 and year ended December 31, 2023. 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
profit per share
The
Company calculates net profit per share in accordance with ASC Topic 260 “Earnings per share”. Basic profit per share is
computed by dividing the net profit by the weighted average number of common shares outstanding during the period. Diluted profit per
share is computed similar to basic profit 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.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
For the Three Months and Six Months Endedsee in full comparisonMarchJune31,30, 2026 andMarchJune31,30,20252025.
For the three months and six months endedsee in full comparisonMarchJune31,30,20262026, we realized revenue in the amount of $511,781 and $989,518, while for the three months and six months ended June 30, 2025, we realized revenue in the amount of$477,737$1,021,340 and$1,001,186 respectively.$2,022,526. Our gross profits for theprofitsthree months and six months ended June 30, 2026 were $169,354 and $328,546, which are more than $20,746 for the three months endedMarch 31, 2026 andJune 30, 2025werebut$159,192 and $263,047 respectively, which is lesser $103,855less than $83,109 for thethreesix months endedMarchJune31,30, 2025 due to lesser revenue for thethreesix months endedMarchJune31,30, 2026.
“Our net loss for the three months ended June 30, 2026 was $2,502 and net profit for the six months ended June 30, 2026 was $1,789, while the net profit for three months and six months ended June 30, 2025 were $32,128 and $170,864 respectively.”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026 and 2025, we had cash and cash equivalents of$220,027$257,989 and$304,637$580,951 respectively. We have negativenegativeoperating cash flow and our working capital has been and will continue to be significant.As a result, we have increased our sales resulting an increase in our overall revenue.We need to meet our working capital requirements to make capital investments in connection with ongoing operations. The Company expects its current capital resources to meet our basic operating requirements for approximately twelve months.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash used in operating activities was$55,119,$5,298, compared to net cashusedgeneratedinfrom operating activities was$84,751$148,585 in the prior period. The operating cash flow performance primarily reflects decrease inaccountsotherreceivable,receivables, prepaid expenses and deposits, other payables and accrued liabilities to the prior period.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash used in investing activity was$146,$348, reflecting the purchase of plant and equipment. ForForthethreesix months endedMarchJune31,30, 2025, net cashusedgeneratedinfrom investing activities was$1,346,$28,965, reflecting the purchase and disposal of plant and equipment.
Full comparison: every changed paragraph (8)
For
the Three Months and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 20252025.
For
the three months and six months ended MarchJune 31,30, 20262026, we realized revenue in the amount of $511,781 and $989,518, while for the three
months and six months ended June 30, 2025, we realized revenue in the amount of $477,737$1,021,340 and $1,001,186 respectively.$2,022,526. Our gross profits for the
profitsthree months and six months ended June 30, 2026 were $169,354 and $328,546, which are more than $20,746 for the three months ended March 31, 2026 andJune
30, 2025 werebut $159,192 and $263,047 respectively, which is lesser $103,855less than $83,109 for the
three six months ended MarchJune 31,30, 2025 due to lesser revenue for the threesix months ended MarchJune 31,30, 2026.
Our net loss for the three months ended June 30, 2026 was $2,502 and net profit for the six months ended June 30, 2026 was $1,789, while the net profit for three months and six months ended June 30, 2025 were $32,128 and $170,864 respectively.
Our
net profit for the three months ended March 31, 2026 and 2025 were $4,291 and $138,736 respectively.
For
the threesix months ended MarchJune 31,30, 2026 and 2025, we had cash and cash equivalents of $220,027$257,989 and $304,637$580,951 respectively. We have negative
negative operating cash flow and our working capital has been and will continue to be significant. As a result, we have increased our
sales resulting an increase in our overall revenue. We need to meet our working capital requirements
to make capital investments
in connection with ongoing operations. The Company expects its current capital resources to meet our basic
operating requirements for
approximately twelve months.
For
the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $55,119,$5,298, compared to net cash usedgenerated infrom operating activities
was $84,751$148,585 in the prior period. The operating cash flow performance primarily reflects decrease in accountsother receivable,receivables, prepaid expenses
and deposits, other payables
and accrued liabilities to the prior period.
For
the threesix months ended MarchJune 31,30, 2026, net cash used in investing activity was $146,$348, reflecting the purchase of plant and equipment. For
For the threesix months ended MarchJune 31,30, 2025, net cash usedgenerated infrom investing activities was $1,346,$28,965, reflecting the purchase and disposal of
plant and
equipment.
For
the threesix months ended MarchJune 31,30, 2026 and 2025, net cash used in financing activity were $8,849$17,658 and $8,222$17,398 respectively resulted from
the repayment of finance lease.
DQWS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding DQWS (13F)
None of the 59 investors we track reported a position in their latest 13F.