CUSIP No. 23336Q109

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CUSIP No. 23336Q109

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Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share (the “Shares”), of DS Healthcare Group, Inc., a Florida corporation (the “Issuer”). The Issuer’s principal offices are located 5379 Lyons Road, Coconut Creek, FL 33073.

Item 2. Identity and Background

(a)-(c), (f)

This Schedule 13D is being filed on behalf of Fernando Tamez Gutierrez (the “Reporting Person”). The address of the Reporting Person is 1040 Biscayne Blvd., Unit 1501, Miami, FL 33132. The Reporting Person is the President of the Issuer’s Mexican subsidiary, Divine Skin Laboratories, S.A. D.E. C.V. (“DS Mexico”). The Reporting Person was the Chief Operations Officer of the Issuer until his resignation on November 16, 2017. The Reporting Person is a citizen of Mexico.

(d)-(e)

During the last five years, the Reporting Person has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person acquired 450,000 Shares in connection with the sale of 100% of the outstanding capital stock of DS Mexico pursuant to a Share Exchange Agreement by and among the Issuer, DS Mexico and the Reporting Person dated October 31, 2012 (the “Share Exchange Agreement”). The Reporting Person acquired 1,900,000 Shares from the Issuer on November 15, 2017 for consideration of $190,000.00 ($0.10 per Share) in a private transaction. The funds for the acquisition of the 1,900,000 Shares came from the Reporting Person’s personal funds. The source of funds for the acquisition of the remaining Shares was from the Reporting Person’s personal funds.

In consideration of his employment with DS Mexico, the Issuer and the Reporting Person entered into a Performance Agreement dated December 11, 2012 (the “Performance Agreement”), pursuant to which the Reporting Person was entitled to receive Shares with a value of $50,000 per year for five years beginning on the one year anniversary of the Performance Agreement. In addition, pursuant to the Performance Agreement, during the term of the Reporting Person’s employment with DS Mexico, he is entitled to 30% of the net profits of DS Mexico (the “Profit Participation”) on an annual basis. Commencing on the third calendar anniversary of the Performance Agreement, the Issuer has the option of terminating the Profit Participation in consideration of a $500,000 payment to the Reporting Person. In the event of a “Change of Control” of the Issuer during the term of the Reporting Person’s employment with DS Mexico, the Reporting Person has the right to receive a one-time payment of $500,000. A “Change of Control” of the Issuer shall be deemed to have occurred at such time as: (1) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Issuer representing 80% or more of the combined voting power of the Issuer’s outstanding securities then having the right to vote at elections of directors; (2) any person becomes the beneficial owner, directly or indirectly of, either: (i) 50% of DS Mexico´s outstanding shares or (ii) 30% of DS Mexico´s shares, within a period of one year; (3) the majority of the members of the board of directors of DS Mexico is changed; or (d) 40% of the gross value of DS Mexico´s assets is transferred to an unrelated party.

CUSIP No. 23336Q109

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The Reporting Person has not received any consideration under the Performance Agreement. Pursuant to the Performance Agreement, the Reporting Person believes he is owed the following amounts from the Issuer: (1) $50,000 in Shares for each of the past five years, for an aggregate amount of 2,650,202 Shares; (2) an aggregate of $355,381.44 for the Profit Participation due over the past five years; and (3) $500,000 as a Change of Control payment in connection with the change of a majority of the board members of DS Mexico on August 5, 2017.

On August 11, 2017, DS Mexico and the Issuer entered into an Addendum to the Stock Purchase and Joint Venture Agreement dated February 7, 2017 (the “Addendum”) pursuant to which, among other things, the Reporting Person paid $500,000 to the Issuer to acquire a 48% interest in DS Mexico. The Reporting Person has not yet received the Shares representing the 48% interest in DS Mexico.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Share Exchange Agreement, the Performance Agreement and the Addendum, which are filed as exhibits to this Schedule 13D and incorporated herein by reference.

Item 4. Purpose of Transaction

Except as otherwise described elsewhere in this Schedule 13D, the Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in: (i) an extraordinary corporate transaction, merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (ii) a purchase, sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (iii) any material change in the present dividend rate or policy or indebtedness or capitalization of the Issuer; (iv) any change in the present board of directors and management of the Issuer (including any plan or proposal to change the number or term of directors or to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer), other than the board designation rights as described above; (v) any other material change in the Issuer’s corporate structure or business; (vi) a delisting of the Shares; or (vi) the Shares becoming eligible for termination of registration under the Exchange Act.

The Reporting Person intends to review his investment in the Issuer, its performance and market conditions periodically and consider possible strategies for enhancing value and take such actions with respect to his investment as he deems appropriate in light of the circumstances existing from time to time. Such actions could include, among other things, communication with members of management, the board of directors or other shareholders of or lenders to the Issuer and/or other relevant parties from time to time with respect to operational, strategic, financial or governance matters, including, but not limited to, potential refinancings, recapitalizations, reorganizations, mergers, acquisitions, divestitures, a sale of the Issuer or other corporate transactions, or otherwise working with management and the board of the directors of the Issuer. Such actions could also include additional purchases of Shares in the open market, through private transactions or through tender offers or otherwise, subject to applicable law. Any possible future purchases will depend on many factors, including the market price of the Shares, the Issuer’s business and financial position, and general economic and market conditions. In addition, the Reporting Person may also determine to dispose of the Shares (which may include, but is not limited to, transferring some or all of such securities to his affiliates), in whole or in part, at any time and from time to time, subject to applicable laws, in each case, in open market or private transactions, block sales or otherwise. Any such decision would be based on the Reporting Person’s assessment of a number of different factors, including, without limitation, the business, prospects and affairs of the Issuer, the market for the Shares, the condition of the securities markets, general economic and industry conditions, tax considerations and other opportunities available to the Reporting Person.

CUSIP No. 23336Q109

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Item 5. Interest in Securities of the Issuer

The responses to Item 3, Item 4 and Item 6 of this Schedule 13D are incorporated herein by reference.

(a) & (b)

The Reporting Person beneficially owns and has sole voting and dispositive power with respect to 2,366,515 Shares, representing approximately 8.5% of the Issuer’s outstanding Shares (based upon 27,937,330 Shares outstanding, which is equal to the 26,037,330 Shares outstanding as of August 14, 2017, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 13, 2017, plus the 1,900,000 Shares issued to the Reporting Person on November 15, 2017).

(c)

Except as described herein, there were no other transactions with respect to Shares effected during the past 60 days by the Reporting Person.

(d)

To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The responses to Item 3 and Item 4 of this Schedule 13D are incorporated herein by reference.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit No.

Description

1.

Share Exchange Agreement, dated as of October 31, 2012 (incorporated herein by reference to the Current Report on Form 8-K of the Issuer, filed on January 1, 2015).

2.

Performance Agreement, dated as of December 11, 2012 (incorporated herein by reference to the Current Report on Form 8-K of the Issuer, filed on January 1, 2015).

3.

Addendum to the Stock Purchase and Joint Venture Agreement, dated as of August 11, 2017, by and among DS Healthcare Group, Inc. and EverCare Prohealth Technologies LTD.

CUSIP No. 23336Q109

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT 3

August 11, 2017 ADDENDUM TO THE

STOCK PURCHASE AND JOINT VENTURE AGREEMENT
By and among
DS Healthcare Group, Inc,
And
EverCare Prohealth Technologies LTD.
Dated:  February 7, 2017

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PURPOSE

The purpose of this Addendum is to define the decentralization of operations and improve the distribution of DS Laboratory (DSL) and DS Healthcare (DSH) products globally.  In order to do this, certain modifications must be made to the original Joint Venture Document.

The reason that this Addendum exists is because the sale of DS Trademarks for use in China cannot be accomplished because of the existence of certain claims filed by a Chinese manufacturer that gives them the trademark in China for DS Laboratories.  Therefore the price of $2 Million for DS Labs, IP and Trademarks is no longer tenable and must be adjusted according to the Joint Venture.  Acceptance of this Addendum is one possible way to do this.

ENTITIES

Three entities shall exist to distribute and manufacture DS products:

1) EverCare Prohealth Technologies, LTD. (ECPT) Owner of DSL with IP rights in Asia, Africa, and Australia.

2) Mexico/Latam/Europe (LAME) with IP rights for manufacturing/distribution in Mexico, Latin America and Europe.  For purposes of this Agreement Mexican Company, Mexican Subsidiary, and DS Mexico means Divine Skin Laboratories, S.A. de C.V.

3) North America (NA), an independent outsourcing entity servicing DSH customers with distribution and possibly manufacturing rights in North America, U.S. and Canada.

A Fourth Entity, DSH, is a Florida corporation, which after the signing of this document, will no longer manufacture or distribute DSL products.

RIGHTS, DUTIES AND CONSTRAINTS OF THE ENTITIES

ECPT

1.

ECPT would, due to the payments it has already made ($606K) keep all IP rights in Asia, Africa and Australia for a period of 10 years.

2.

The rights to all IP currently in ECPT hands would be returned to DS for those territories not in ECPT’s regions.  These rights would in turn be granted to the new geographic entities.  Any new IP or Trademarks pursuant to this Addendum would be shared proportionately to the R&D cost sharing of the Entities.

3.

The buyback option of the DS Lab shares, IP and Trademarks would be reset in price to the 606K already paid to DSH at 7.5% with the same 5 year term as per the original agreement – approximately 860K.

4.

After the buyback is exercised, the first $4 million of ECPT sales would be exempt from any royalties payable to DSH.  After $4 million, the royalty would be 4%.

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5.

For ECPT, the $606K would give full exclusivity of all IP rights to ECPT within its territory for 10 years with automatic renewal for another 10 years upon payment to DSH of $50,000.  This is intended to protect ECPT even after the buyback option is exercised.

6.

All existing payments, shares and warrants are to be canceled between ECPT and DSH.  ECPT shares held by DSH are to be returned to ECPT.  Except royalty payments already owed to ECPT until the date of decentralization can be paid over an agreeable period or applied as credits to approved ECPT transactions.

7.

ECPT may appoint one board seat if Board continues to exist.

8.

The buyback of Shares of DS Labs will entail the return of the operation of DSLabs R&D function plus any surviving equipment and other assets from the original transfer to DSH on Feb. 7, 2017 with DSH re-assuming all costs of operation.  Any new IP’s, Trademarks and Equipments established at ECPT’s cost will not be transferred unless a written agreement to buy them from ECPT is agreed by ECPT.

9.

However, If ECPT desires to continue to benefit from the DSLabs R&D function, it can share the operation costs with DSH and still have rights to new IP and Trademarks.  DSH, however, would supervise the operation and employees of DSLabs.  In the case of ECPT sharing the cost of operating DSLabs with DSH, the first $4 million of ECPT sales after the buyback would still be exempt from any royalty after which, the royalty would be 2% of sales.

MEXICO (LAME)

1.

Mexico would raise needed capital required for working capital.  The capital structure of Mexico will be restructured to accommodate the capital requirements.  DSH must retain a 51 percent stake in the Mexican company and share profits accordingly.  DSH will sell to Fernando Tamez a 48 percent stake in the present Mexican operation for an amount of $500,000.00 (five hundred thousand U.S. Dollars).  The money from sale of DS Mexico equity by DSH will be given, in its entirety, to DS Mexico to fund working capital.  Equity capitalization in Mexico cannot result in DSH dropping below 51% ownership.  Any working capital needed above the amount available via equity must be funded via loans.  The delivery of the shares representing 48% of the capital stock of the Mexican Company as well as a copy of the Shareholders Registry Book duly updated to reflect Fernando Tamez adjusted ownership in the Mexican Company, shall occur simultaneously to the delivery of funds by Fernando Tamez.

2.

Shares representing the 51 percent of DS Mexico owned by DSH shall be put in escrow to be accessed as in paragraph 7, below.

3.

DSH agrees to:  (i) modify the current by-laws of DS Mexico in order to amend voting provisions in Shareholders Meetings as well as recognize that 30% of the profits will be delivered to Fernando Tamez, and the remaining 70% will be paid to each shareholder on a pro-rata basis.

4.

Various portions of this Agreement and some transactions between Fernando Tamez and DSH may likely result in his being in a position of conflict of interest.  In order to prevent any conflict of interest, Fernando Tamez must resign from his position as COO of DSH.  He would drop all claims due to the Share Exchange Agreement executed between him, DSH and the

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Mexican Subsidiary on October 31, 2012.  He will still have the 30% profit sharing component and all other profits will be shared according to the resulting capital table.

5.

All current outstanding receivables due to DSH from Mexico must be paid under the original terms.

6.

All current outstanding receivables due to DSH from Spain must be paid no later than 11/30/17.  A detailed work out plan should be given to DSH by Fernando Tamez within 30 days from the consummation of this Agreement.  Spain will become a customer of Mexico is why it is even part of this Agreement.

7.

In the event of bankruptcy of DSH, and in this case only, Fernando Tamez will have the right to take possession of the 51 percent of DS Mexico shares in escrow (paragraph 2. in the Mexico entity section above) in exchange for $500K paid to the DSH account of the trustee in bankruptcy.

8.

All sales of Equity mentioned in this Agreement shall be in the form of a Stock Purchase Agreement and not any other type of sale.

NORTH AMERICA (NA)

1.

In the event where, NA is not established by 11:59 PM of Aug 31, 2017, ECPT will automatically take over the Service Agreement and will run NA temporarily until the NA operations is started and operating.  See business proposal summary in Exhibit A which signatories hereby accept as part of this agreement.

2.

The appointment of a managing partner (MP) to run this independent outsourcing entity must be subject to ECPT’s and DSH’s agreement.  The MP must first have the ability to raise capital.  The MP must produce an initial capital that is acceptable by ECPT and DSH management.  The dollar amount will be determined by ECPT by discussing with the senior management of DSH.  NA will take over all existing US and Canada operations for Salon, Retail and E-Commerce as an outsourcing service for DSH.  See business proposal summary in Exhibit A.

3.

For North America, ECPT would receive a 25% equity stake in return for $250K of in-kind finished goods provided to the new North American company.  DSH would receive 10% equity in the NA enterprise.  North America would raise the remaining required capital through the sales of the remaining equity with which it can secure, market and sell product.  North America would pay a royalty to DSH of 4% of sales.  See business proposal summary in Exhibit A.

4.

This NA outsourcing agreement will terminate after ten years unless renewed by DSH.  If the NA outsourcing agreement is terminated, the original customers must be returned to DSH to service and DSH will return the 10% equity in NA and pay NA the value of one year’s sales to the old customer list.  NA will pay a 4% royalty to DSH on sales to any new customers it has developed from that point in time onward.  Any new customers sourced by NA will remain with the NA entity unless sold to DSH.  If DSH decides at the end of the ten year period that it does not want to service the NA territory, it may renew the NA agreement for another 10 years.

5.

The North American entity will exclusively service all channels including E-Commerce for North American Markets, Canada and US.

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6.

E-Commerce for non-North American markets can be accomplished by proper re-routing of purchasers to the site pertaining to their country of electronic origin so that they may be serviced by the appropriate licensed entity.

7.

ECPT must own at least 25% of NA at all times.  Issuance of any new shares must not create any dilution to ECPT.  New issuance must include shares automatically given to ECPT at no cost to maintain the 25% control.

8.

DSH must own at least 10% of NA at all times.  Issuance of any new shares must not create any dilution to DSH.  New issuances must include shares automatically given to DSH at no cost to maintain the 10% control.

9.

Should NA not be able to secure products in a timely manner from the other licensed entities, it may manufacture those products itself under license from DSH.

ADDITIONAL TERMS

1.

Dividends:  Both Mexico and North America will pay quarterly dividends to DS to reflect its percentage equity participation.

2.

Manufacturing:  The three entities, ECPT, NA and Mexico, except for manufacturing arrangements made in this Agreement, are free to work with each other in the manufacturing of product.  The agreed upon markup for inter-entity purchases should be Cost plus a maximum of 10%.

3.

R&D and new products:  Prior to any buyback of DSLabs all future costs related to any non-ECPT R&D done by DSLabs for any of the entities will be subject to a R&D pricing set forth by ECPT after calculations of the related cost.  Thereafter, upon successful completion of the R&D, ECPT is entitled to sell the product from that IP for its market.  Therefore, the terms of the new IP will be treated the same way as the existing IP’s.  As for any R&D done solely for ECPT”s IP’s, the entities can sell them in their markets upon an agreeable royalty or licensing payment to ECPT.  Any projects in the current pipeline can be treated as ECPT’s R&D IPs.  Or, If DSH feels otherwise, then the cost will be calculated and all entities must contribute equal amount before the R&D can be done by DS Labs.

4.

As in the original Joint Venture of Feb. 7, 2017, all disputes and alleged breaches must be settled by arbitration.

Signatures on next page (6)

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The undersigned hereby agree that these modifications to the Joint Venture Agreement between ECPT and DSH dated Feb. 7, 2017 shall become effective August 14, 2017.  This document may be signed in counterparts and assembled as one.

For DSH

For DS Mexico

/s/ Fernando Tamez

Myron Lewis

Fernando Tamez,

Chairman, Board of Directors DSH

Chairman, DS Mexico

For ECPT

Tsing Cheung,

Compliance, ECPT

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EXHIBIT A

Summary Business Proposal for North American Entity

Incorporate as S Corp.

EQUITY

·

ECPT:  25% in exchange for $250K worth of DS products at cost of manufacturing plus 10% markup inclusive.

·

DSH:  10%

·

North American Principal:  25% sweat equity in lieu of first year’s salary (S Corp profit share to cover).  Advances on profit sharing may be taken by principal.

·

Initial Capital from Cash Investors:  at least $250K for 25% or less to start operations.  Actual equity capital may be higher for less percentage but this is a minimum dollar value.

·

15% or more as Treasury stock which can be sold later at a price higher than $1.00

·

Royalty payment to DSFI:  4% of net revenue (sales).

PRINCIPAL (Management Partner, MP)

Profit sharing in lieu of salary for first year.

Second Year:  $250K salary provided sales go to $5M, otherwise pro-rated with respect to actual sales.

Third year and beyond:  Increase in sales beyond $6M will bring increase in MP ‘s salary to be determined by Board of Directors.

DIRECTORS of NA

Chairman of DSH to be a Director of NA Entity.

MP to be a Director

Major investors to be or name Directors

OUTLETS

The NA Entity shall service the following DSH customer base in the U.S and Canada:

All Salon business through distributors or direct

Retail Stores and Chains

Direct E-Commerce:  Shopify and Shopify-Pro

Major E-Commerce Outlets:  e.g. Costco, Amazon, Target, etc.

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