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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

Everything below is quoted or computed from DSwiss Inc's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-31 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
30 → 30words in section

The section in the latest 10-K reads in full:

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.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

20new paragraphs
44removed paragraphs
10reworded paragraphs
4,014 → 2,987words in section

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 (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: default
“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.”
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New text topics: default
“Based on the above factors, management has assessed that the risk of default is minimal and that any potential credit losses are not material.”
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New text
“Rendering of services (healthcare services)”
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New text
“Sale of goods (retail trading)”
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New text
“Expected credit loss”
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New text
“Principal vs Agent”
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Full comparison: every changed paragraph (74)

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Reworded

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.

Reworded

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.

Reworded

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.

Reworded

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.

Reworded

Net Profit / (Loss)/ Profit and Net Profit / (Loss)/ Profit Margin

Reworded

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.

Reworded

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.

Reworded

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.

Reworded

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.

Reworded

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.

Added

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.

Added

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.

Added

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:

Removed

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.

Removed

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”.

Removed

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.

Removed

Cash and cash equivalents

Removed

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.

Added

The Company’s revenue is primarily derived from the sale of healthcare goods and the services.

Added

Sale of goods (retail trading)

Added

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.

Added

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.

Added

Rendering of services (healthcare services)

Added

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.

Added

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.

Added

Principal vs Agent

Added

The Company evaluates whether it acts as a principal or an agent in transactions involving non-exclusive distributor arrangements.

Added

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:

Added

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.

Added

Expected credit loss

Added

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.

Added

As of the reporting date, no material allowance for expected credit losses has been recognized. This is primarily due to:

Added

Based on the above factors, management has assessed that the risk of default is minimal and that any potential credit losses are not material.

Removed

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

Removed

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.

Removed

Cost of revenues

Removed

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.

Removed

Shipping and handling fees

Removed

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.

Removed

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.

Removed

Selling, general and administrative expenses

Removed

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.

Removed

Cash and cash equivalents

Removed

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.

Removed

Inventories

Removed

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.

Removed

Plant and equipment

Removed

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:

Removed

Intangible assets

Removed

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.

Removed

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.

Removed

Income taxes

Removed

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.

Removed

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.

Removed

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.

Removed

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.

Removed

Net profit per share

Removed

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.

Removed

Foreign currencies translation

Removed

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.

Showing the first 60 of 74 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
30 → 30words in section

The section in the latest 10-Q reads in full:

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)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

1new paragraphs
1removed paragraphs
6reworded paragraphs
1,784 → 1,846words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded

Paragraph as it now reads, with added and removed wording marked:

For the Three Months and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 20252025.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

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.
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New text
“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.”
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Reworded

Paragraph as it now reads, with added and removed wording marked:

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.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

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.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

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.
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Reworded

For the Three Months and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 20252025.

Reworded

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.

Added

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.

Removed

Our net profit for the three months ended March 31, 2026 and 2025 were $4,291 and $138,736 respectively.

Reworded

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.

Reworded

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.

Reworded

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.

Reworded

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.

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