DS Healthcare (DSKX) DEF 14A Definitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

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DS Healthcare Group, Inc.

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NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS

____________________

TO BE HELD ON OCTOBER 25, 2013

We will hold the 2013 annual meeting of shareholders of DS Healthcare Group, Inc. at 1601 Green Road, Pompano Beach, Florida 33064 on Friday, October 25, 2013 at 2:00 p.m. local time. At the annual meeting you will be asked to vote on the following matters:

· the election of four directors,

· the ratification of the appointment of Marcum LLPas our independent registered public accounting firm,

· a non-binding advisory vote on the frequency of an advisory vote on executive compensation,

· a non-binding advisory vote on executive compensation, and

· any other business as my properly come before the meeting.

The board of directors has fixed the close of business on September 23, 2013 as the record date for determining the shareholders that are entitled to notice of and to vote at the 2013 annual meeting and any adjournments thereof.

All shareholders are invited to attend the annual meeting in person. Your vote is important regardless of the number of shares you own. Please vote your shares by proxy over the Internet by following the instructions provided on the proxy card or you can also vote by mail.

By Order of the Board of Directors

/s/ Daniel Khesin

Daniel Khesin

President and Chief Executive Officer

Pompano Beach, Florida

October 10, 2013

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on October 25, 2013: This proxy statement, along with our Annual Report on Form 10-K for the year ended December 31, 2012, are available free of charge on our websitewww.dshealthgroup.com under the “Contact Us” tab.

DS HEALTHCARE GROUP, INC.

PROXY STATEMENT

2013 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

	Page No.
General Information	1
Proposal 1 - Election of directors	3
Proposal 2 - Ratification of appointment of Marcum LLP	4
Proposal 3 - Non-binding advisory vote on the frequency of an advisory vote on executive compensation	5
Proposal 4 - Non-binding advisory vote on executive compensation	6
Other Matters	7
Dissenter’s Rights	7
Corporate Governance	7
Executive Compensation	13
Principal Shareholders	16
Certain Relationships and Related Transactions	17
Shareholder Proposals to be Presented at the Next Annual Meeting	18
Availability of Annual Report on Form 10-K	18
Shareholders Sharing the Same Last Name and Address	18
Where You Can Find More Information	19

FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on our current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements and in the Risk Factors in Item 1.A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission on April 24, 2013 (the “2012 10-K”).

Shareholders Should Read the Entire Proxy Statement

Carefully Prior to Returning Their Proxies

PROXY STATEMENT

FOR

2013 ANNUAL MEETING OF SHAREHOLDERS

General Information

The accompanying proxy is solicited by the board of directors of DS Healthcare Group, Inc. for use at our 2013 annual meeting of shareholders to be held on October 25, 2013, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2013 Annual Meeting of Shareholders. The date of this proxy statement is October 10, 2013, the approximate date on which this proxy statement and the enclosed proxy were first sent or made available to our shareholders.

This proxy statement and the accompanying proxy card are being mailed to owners of our common shares, which comprise our voting securities, in connection with the solicitation of proxies by the board of directors for the 2013 annual meeting of shareholders. This proxy procedure is necessary to permit all shareholders, many of whom live throughout the United States and are unable to attend the 2013 annual meeting in person, to vote. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.

Electronic Access.To access our proxy statement and 2012 10-K electronically, please visit our corporate website atwww.dshealthgroup.comand click on the “Contact Us” tab. The information which appears on our website is not part of this proxy statement.

Voting Securities.Only our shareholders of record as of the close of business on September 23, 2013, the record date for the 2013 annual meeting, will be entitled to vote at the meeting and any adjournment thereof. As of that date, there were 13,709,383shares of our common stock, which such shares represent our voting securities. Holders of shares of our common stock are entitled to one vote per share on all matters to be voted on by our shareholders. Holders of shares of our common stock shall vote together on all shareholders matters, except as otherwise required under Florida law. In accordance with our by-laws, the presence of at least a majority of the voting power, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum which is required in order to hold 2013 annual meeting and conduct business. Presence may be in person or by proxy. You will be considered part of the quorum if you voted by internet or by properly submitting a proxy card or voting instruction form by mail, or if you are present and vote at the 2013 annual meeting. Votes for and against, abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum.

Broker Non-Votes.A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. The routine matter to be voted upon at our 2013 annual meeting is the ratification of the appointment of our independent registered public accounting firm. The remaining proposals which will be voted on at our 2013 annual meeting are not considered routine matters.

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Voting of Proxies.All valid proxies received prior to the meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a shareholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted by the individual named on the proxy card as recommended by the board of directors. A shareholder giving a proxy has the power to revoke his or her proxy, at any time prior to the time it is exercised, by delivering to our corporate secretary a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person. A shareholder wanting to vote in person at the 2013 annual meeting and holding shares in street name must obtain a proxy card from his or her broker and bring that proxy card to the 2013 annual meeting, together with a copy of a brokerage statement reflecting such share ownership as of the record date.

Board of Directors Recommendations.The board of directors recommends a voteFORproposals 1, 2, 3 and 4.

Attendance at the Meeting. You are invited to attend the annual meeting only if you were a DS Healthcare shareholder or joint holder as of the close of business on September 23, 2013, the record date, or if you hold a valid proxy for the 2013 annual meeting. In addition, if you are a shareholder of record (owning shares in your own name), your name will be verified against the list of registered shareholders on the record date prior to your being admitted to the annual meeting. If you are not a shareholder of record but hold shares through a broker or nominee (in street name), you should provide proof of beneficial ownership on the record date, such as a recent account statement or a copy of the voting instruction card provided by your broker or nominee. The meeting will begin at 2:00 p.m. local time. Check-in will begin at 1:00 p.m. local time.

Communication with our Board of Directors.You may contact any of our directors by writing to them c/o DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064. Each communication should specify the applicable director or directors to be contacted as well as the general topic of the communication. We may initially receive and process communications before forwarding them to the applicable director. We generally will not forward to the directors a shareholder communication that is determined to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about DS Healthcare. Concerns about accounting or auditing matters or communications intended for non-management directors should be sent to the attention of the Chairman of the Audit Committee at the address above. Our directors may at any time review a log of all correspondence received by DS Healthcare that is addressed to the independent members of the Board and request copies of any such correspondence.

Who can help answer your questions?If you have additional questions after reading this proxy statement, you may seek answers to your questions by writing, calling or emailing:

Daniel Khesin, Chief Executive Officer

DS Healthcare Group, Inc.

1601 Green Road

Pompano Beach, Florida  33064

Telephone: (888) 404-7770

email:proxy@dshealthgroup.com

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board, upon recommendation by the Nominating and Corporate Governance Committee, has nominated Mr. Daniel Khesin, Dr. Keith Markey, Mr. Bernhard Opitz and Mr. Matthew Pfeffer for re-election as directors, each to hold office until the 2014 annual meeting of shareholders or until his successor has been duly elected and qualified.

The following is biographical information on the current members of our board of directors:

Name	Age	Positions	Director Since
Daniel Khesin	33	Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer	2007
Dr. Keith Markey	61	Director	2012
Bernhard Opitz	56	Director	2012
Matthew Pfeffer	56	Director	2012

Daniel Khesin has served as the Chairman of the board of directors and our President and Chief Executive Officer since our inception. Prior to that time, Mr. Khesin was Chief Executive Officer of DK Design Group, Inc., a professional audio company, where he managed investments, engaged in the incubation of new technology and developed a distribution network from January 2004 to 2005. Previously, Mr. Khesin was Vice President of Operations of Free Razor, LLC, a continuity program for personal care products from 2003 to 2004. Mr. Khesin attended Hunter College.

Dr. Keith Markey has served as a director of our company since July 9, 2012. He has served as science director for Griffin Securities Inc., a FINRA-member investment banking firm based in New York City, since November 2007. From 1985 through October 2007 he served in multiple positions ranging from junior analyst through associate research director for Value Line Publishing Co. Dr. Markey is currently a member of the New York Academy of Science and the National Association of Science Writers. Dr. Markey received his undergraduate degree from Syracuse University, a PhD from the University of Connecticut and a MBA from New York University.

Bernhard Opitz has served as a member of our board of directors since November 21, 2012. He has been serving as Executive Vice President of Cody Laboratories Inc., a manufacturer of APIs and pharmaceutical solutions, since August 2011. Mr. Opitz holds an MS/BS degree in Engineering from the Technical University Graz, Austria. He held various positions in engineering, manufacturing, and product development for the Bayer group in Germany, Italy and the United States from 1980 to 2000, including Vice President of Operations, and Senior Vice President of Engineering for Bayer Corp. Before joining Cody Laboratories, Mr. Opitz also served as Senior Vice President for Ikonisys, a medical device start-up (from 2000 until December 2002), as Vice President Engineering for Wells’ Dairy, a privately held company (from December 2002 until July 2006), as Vice President Manufacturing for Nanosphere Inc., a diagnostic company (from August 2007 until August 2008), and as Senior Vice President for Unilife Corp., a medical device company (from December 2008 until December 2010).

Matthew Pfeffer has served as a member of our board of directors since November 21, 2012. He has been Corporate Vice President and Chief Financial Officer of Mannkind Corporation since April 2008. Previously, Mr. Pfeffer served as Chief Financial Officer and Senior Vice President of Finance and Administration of VaxGen, Inc. from March 2006 until April 2008, with responsibility for finance, tax, treasury, human resources, IT, purchasing and facilities functions. Prior to VaxGen, Inc. Mr. Pfeffer served as CFO of Cell Genesys, Inc. During his nine year tenure at Cell Genesys, Mr. Pfeffer served as Director of Finance before being named CFO in 1998. Prior to that, Mr. Pfeffer served in a variety of financial management positions at other companies, including roles as Corporate Controller, Manager of Internal Audit and Manager of Financial Reporting. Mr. Pfeffer began his career at Price Waterhouse. Mr. Pfeffer has a bachelor’s degree from the University of California, Berkeley and is a Certified Public Accountant.

There are no family relationships between any of our directors.

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Required Vote

Proxies cannot be voted for more than four director nominees. The four candidates receiving the highest number of affirmative votes at the 2013 annual meeting will be elected directors. Abstentions, broker non-votes and withheld votes will have no effect on the outcome of the vote.

In the event any nominee is unable or unwilling to serve as a director, the individual named as proxy on the proxy card will vote the shares that he represents for election of such other person as the board of directors may recommend. The Board has no reason to believe that any nominee will be unable or unwilling to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION

 OF THE DIRECTOR NOMINEES.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP.

The Audit Committee has appointed Marcum LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2013. Representatives of Marcum LLP will be present at the annual meeting and will have an opportunity to make a statement or to respond to appropriate questions from shareholders. Although shareholder ratification of the appointment of our independent auditor is not required by our by-laws or otherwise, we are submitting the selection of Marcum LLP to our shareholders for ratification to permit shareholders to participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for our company. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests.

Fees and Services

The following table shows the fees paid to Cherry Bekaert LLP, our prior independent registered public accounting firm, by us for the years ended December 31, 2011 and 2012.

	2011		2012
Audit Fees(1)	$	48,500	$	114,000
Audit Related Fees(2)	$	4,975	$	12,000
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

———————

(1)	Audit fees – these fees relate to the audit of our annual financial statements and the review of our interim quarterly financial statements.
(2)	Audit related fees – these fees relate to the review of our registration statement (333-183558) on Form S-1, as amended, and subsequently withdrawn.

Policy on Pre-Approval of Fees

Our Audit Committee reviews and approves audit and permissible non-audit services performed by our current independent registered public accounting firm, Marcum LLP as well as the fees charged for such services. In its review of non-audit service and its appointment of Marcum LLP as our independent registered public accounting firm, the Audit Committee considered whether the provision of such services is compatible with maintaining independence. All of the services provided and fees charged by Cherry Bekaert LLP, our prior independent registered public accounting firm, were approved by the Audit Committee for 2012 and the Board, acting as our audit committee, for 2011.

Required Vote

The ratification of the appointment of Marcum LLP requires the affirmative vote of a majority of our voting securities that are present in person or by proxy and entitled to vote on the proposal at the 2013 annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION

 OF THE APPOINTMENT OF MARCUM LLP.

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PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF AN

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are seeking the input of our shareholders on the frequency with which we will hold a non-binding advisory vote on the compensation of our named executive officers. In voting on this Proposal 3, shareholders may indicate their preference as to whether the advisory vote on the compensation of our named executive officers should occur:

·

once every three years,

·

once every two years, or

·

once every year.

It is the opinion of the board of directors that the frequency of the shareholder vote on the compensation of our named executive officers should be once every three years. The Board views the way it compensates our named executive officers as an essential part of our strategy to maximize our performance. The Board believes that a vote every three years will permit us to focus on developing compensation practices that are in the best long-term interests of our company and our shareholders. The Board believes that a more frequent advisory vote may cause us to focus on the short-term impact of our compensation practices to the possible detriment of our long-term performance.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below.

“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which DS Healthcare Group, Inc. is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules.”

The option of one year, two years or three years that receives the highest number of votes cast by our shareholders will be the frequency for the advisory vote on executive compensation that has been approved by shareholders. Although the results of this vote may impact how frequently we hold an advisory vote on executive compensation, this vote is not binding on us. The board of directors may decide, after considering the results of this vote that it is in the best interests of our shareholders to hold the advisory vote on executive compensation on a different schedule than the option approved by our shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” A FREQUENCY OF THREE YEARS.

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PROPOSAL 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing our shareholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, as disclosed in the Executive Compensation section beginning on page 13 of this proxy statement.

Our goals for our executive compensation program are to:

· attract, motivate and retain outstanding individual named executive officers; and

· align the financial interests of each named executive officer with the interests of our shareholders to encourage each named executive officer to contribute to our long-term performance and success.

Our Board believes that our executive compensation program achieves these goals. For a more detailed description of our financial results for 2013, please see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2012 10-K.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the 2013 annual meeting:

“RESOLVED, that the DS Healthcare Group, Inc. shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 2013 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosure.”

As an advisory vote, this proposal is not binding upon us. However, to the extent that a significant percentage of votes are cast against the compensation of our named executive officers, the board of directors will determine whether any actions are necessary to address the concerns reflected in such votes.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A

VOTE “FOR” THE NON-BINDING RESOLUTION APPROVING EXECUTIVE COMPENSATION.

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OTHER MATTERS

As of the date hereof, there are no other matters that we intend to present, or have reason to believe others will present, at the annual meeting. If, however, other matters properly come before the 2013 annual meeting, the accompanying proxy authorizes the person named as proxy or his substitute to vote on such matters as he determines appropriate.

DISSENTER'S RIGHTS

Under Florida law there are no dissenter's rights available to our shareholders in connection with any matter submitted to a vote of our shareholders at the 2013 annual meeting.

CORPORATE GOVERNANCE

Board of Directors

The board of directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the board of directors does not involve itself in day-to-day operations. The independent directors keep themselves informed through discussions with our Chief Executive Officer who also serves as the Chairman of the Board and Chief Financial Officer and by reading the reports and other materials that we send them and by participating in board of directors and committee meetings. Directors are elected at our annual meeting and hold office until our next annual meeting or until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the shareholders.

Board Leadership Structure and Board’s Role in Risk Oversight

Our Chief Executive Officer also serves as our Chairman of the Board and one of our four directors. The remaining three directors are all considered independent within the definition of the Nasdaq Marketplace Rules, however none of our independent directors has been designated as the lead independent director. Our Board believes our current structure provides independence and oversight and facilitates the communication between senior management and the full board of directors regarding risk oversight, which the Board believes strengthens its risk oversight activities.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Audit Committee and other members of our board of directors meet regularly with management to discuss strategy and risks we face. The independent members of the Board work together to provide strong, independent oversight of our management and affairs through its standing committees and, when necessary, special meetings of independent directors.

Director Independence

The board of directors has determined that a majority of our current directors have no relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an “independent director” as defined in the Nasdaq Marketplace Rules. In determining the independence of our directors, the Board has adopted independence standards specified by applicable laws and regulations of the SEC and the continued listing standards of the Nasdaq Stock Market. In making the determination of the independence of our directors, the board of directors considered all known transactions in which DS Healthcare and any director had any interest, including any discussed under “Certain Relationships and Related Transactions” below.

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Under the Nasdaq Marketplace Rules, our independent directors are required to meet regularly at scheduled meetings at which only independent directors are present. Each independent director has access to the members of our management team or other employees as well as full access to our books and records. We have no policy limiting, and exert no control over, meetings of our independent directors.

Board of Directors Meetings and Attendance

During 2012, the board of directors held 15 meetings. No director attended, either in person or via telephone, fewer than 75% of the aggregate of all meetings of the board of directors and committees, if any, on which each director served. The board of directors also approved certain actions by unanimous written consent.

Annual Meeting Attendance

Our common stock is listed on the Nasdaq Capital Market. Rules of the Nasdaq Stock Market require that we hold an annual meeting of shareholders. We do not have a policy requiring Board members to attend the annual meeting of shareholders. This is our first annual meeting of shareholders since becoming a reporting company.

Communications with Directors

Shareholders may communicate at any time with any of our directors, our independent directors as a group, or the entire Board by writing to them at DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064 or by emailing a communication toproxy@dshealthgroup.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees. Our Code of Business Conduct and Ethics does not cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee who violates our Code of Business Conduct and Ethics will be subject to disciplinary action, up to an including termination of his or her employment. Generally, our Code of Business Conduct and Ethics provides guidelines regarding:

·

compliance with laws, rules and regulations;

·

conflicts of interest;

·

insider trading;

·

corporate opportunities;

·

competition and fair dealing;

·

discrimination and harassment;

·

health and safety;

·

record keeping;

·

confidentiality;

·

protection and proper use of company assets;

·

payments to government personnel;

·

waivers of the Code of Business Conduct and Ethics;

·

reporting any illegal or unethical behavior; and

·

compliance procedures.

We will make available a copy of our Code of Business Conduct and Ethics upon request. Requests for such document should be directed to Corporate Secretary, DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064.

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Legal Proceedings

On June 13, 2011, we filed an action in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida against Acorn Management Partners, LLC for the rescission of an investor relations and consulting agreement entered into on or about October 15, 2010 whereby we paid the defendant approximately $20,000 and issued 23,000 shares of common stock in consideration of investor relations and consulting services. We have demanded return of the 23,000 shares of common stock and recovery of costs and other damages. The defendant has filed a counter claim for breach of the agreement. We intend to vigorously defend this claim.

During 2011, we filed an action in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida against ProActive Capital Resources Group, LLC for the rescission of an agreement entered into on or about May 18, 2010 whereby we paid the defendant approximately $500 and issued 20,000 shares of common stock in consideration of consulting services. We have demanded return of the 20,000 shares of common stock and recovery of costs and other damages. The claim was dismissed for lack of jurisdiction and we re-filed the action in the Supreme Court, New York County, New York on or about January 11, 2012, seeking rescission of said agreement and the return of $500 and 20,000 shares of common stock.

We and our Chief Executive Officer, individually, were named in a lawsuit brought in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida by a former contractor claiming wrongful termination. The plaintiff’s complaint alleges $85,000 in back salary, performance bonus and a 40,000 share grant. Management intends to vigorously defend the action and contends the suit is without merit as the contractor was dismissed for cause. Accordingly, management has not provided a contingency reserve for this matter.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, 2012 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2012, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater shareholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2012.

Board Committees

The board of directors has standing Audit, Compensation and Nominating and Corporate Governance committees. Each committee has a written charter. These committees were organized in late 2012. The charters are available on our website atwww.dshealthgroup.com under the “Contact Us” tab. All committee members are independent directors. Information concerning the current membership and function of each committee is as follows:

Director	Audit Committee Member	Compensation Committee Member	Nominating and Governance Committee Member
Dr. Keith Markey	ü	ü1	ü
Bernhard Opitz	ü		ü1
Matthew Pfeffer	ü1	ü

———————

¹

Denotes Chairperson.

Audit Committee.The Audit Committee reviews the professional services provided by our independent auditors, the independence of our auditors from our management, our annual financial statements and our system of internal accounting controls. The Board has determined that Mr. Pfeffer, the chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the SEC. The report of the committee is included in this proxy statement. During 2012, the Audit Committee held no meetings.

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Compensation Committee. The Compensation Committee is responsible for establishing and reviewing our compensation and employee benefit policies. The Compensation Committee reviews and recommends to the Board for approval the compensation for our Chief Executive Officer and all of our other executive officers, including salaries, bonuses and grants of awards under, and administration of, our equity incentive plans. The Compensation Committee, among other things, reviews and recommends to the Board employees to whom awards will be made under our equity incentive plans, determines the number of options or shares of restricted common stock to be awarded, and the time, manner of exercise and other terms of the awards. During 2012, the Compensation Committee held no meetings.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee was formed to:

· assist the Board by identifying individuals qualified to become Board members, and to recommend for selection by the Board the director nominees to stand for election for the next annual meeting of our shareholders;

· recommend to the Board director nominees for each committee of the Board;

· oversee the evaluation of the Board and management, and

· to develop and recommend to the Board a set of corporate governance guidelines and enhancements to the Code of Business Conduct and Ethics.

The Nasdaq Marketplace Rules require director nominees to be either selected, or recommended for the board of directors’ selection, either by a majority of our independent directors or our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting those individuals to recommend to the entire board of directors for election to the Board. The committee intends to identify director nominees through a combination of referrals, including by management, existing Board members and security holders, and direct solicitations, where warranted. During 2012, the Nominating and Corporate Governance Committee held no meetings.

Shareholder Nominations

Shareholders who would like to propose a candidate to serve on our Board may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the Nominating and Corporate Governance Committee for appropriate consideration. If the proposed nominee is not the security holder submitting the name of the candidate, a letter from the candidate agreeing to the submission of his or her name for consideration should be provided at the time of submission. If the committee believes it to be appropriate, committee members may meet with the proposed nominee before making a final determination whether to recommend the individual as a nominee to the entire board of directors to stand for election to the Board.

Among the factors that the committee will consider when evaluating proposed nominees are their knowledge and experience in business matters, finance, capital markets and mergers and acquisitions. The committee may request references and additional information from the candidate prior to reaching a conclusion. The committee is under no obligation to formally respond to recommendations, although as a matter of practice, every effort is made to do so. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the board of directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the board of directors.

In order to avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the Nominating and Corporate Committee, a shareholder should submit the following information in writing, addressed to the corporate secretary of DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064:

·

the name and address of the person recommended as a director candidate;

·

all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

·

the written consent of the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected;

10

·

as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our stock owned by such person;provided, however, that if the person is not a registered holder of our stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our stock; and

·

a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

Director Qualification

The following is a discussion for each director of the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to recommend to the Board, and for the Board to conclude that the individual should be serving as a director of DS Healthcare.

Daniel Khesin –The Nominating and Corporate Governance Committee viewed favorably his position at companies that included DS Healthcare, as President and Chief Executive Officer, DK Design Group, Inc. and Free Razor LLC and his experience in the personal care industry in making their recommendation.

Dr. Keith Markey –The Nominating and Corporate Governance Committee viewed favorably his position at companies that included Griffin Securities Inc. and Value Line Publishing Co., his experience in science research and investment banking as well as his academic achievements in making their recommendation.

Bernard Opitz –The Nominating and Corporate Governance Committee viewed favorably his position at companies that included Cody Laboratories Inc., Bayer Corp., Ikonisys, Wells’ Dairy, Nanosphere Inc. and Unilife Corp., his operational experience as well as his academic achievements in making their recommendation.

Matthew Pfeffer –The Nominating and Corporate Governance Committee viewed favorably his position at companies that included Mannkind Corporation, VaGen, Inc., Cell Genesys, Inc. and Price Waterhouse, his accounting and management experience as well as his academic achievements in making their recommendation.

In addition to the each of the individual skills and background described above, the Nominating and Corporate Governance Committee and our Board also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and on the development and execution of our strategy.

Compensation of Directors

During 2012 we appointed three independent members to our board of directors. Pursuant to independent director agreements, we have agreed to pay our Chairman of our Audit Committee an annual fee of $15,000. In addition, we have issued each independent director restricted stock grants on each director’s respective date of appointment to acquire up to 5,000 shares of our common stock. The grants were issued outside our equity incentive plan and vest in four equal tranches over a 12-month period commencing on each directors date of appointment to the board of directors. The following table summarizes the compensation paid by us to our directors during 2012.

	Director Compensation
Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Dr. Keith Markey	0	8,250	0	0	0	0	8,250
Bernhard Opitz	0	0	0	0	0	0	0
Matthew Pfeffer	0	0	0	0	0	0	0

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Audit Committee Report

Report of the Audit Committee of the Board of Directors

The primary function of the Audit Committee is to assist the board of directors in its oversight of our financial reporting processes. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Our independent auditors are responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles and auditing management’s assessment of the effectiveness of internal control over financial reporting.

With respect to the year ended December 31, 2012, in addition to its other work, the Audit Committee:

· Reviewed and discussed with management and Cherry Bekaert LLP, our independent registered public accounting firm, our audited consolidated financial statements as of December 31, 2012 and the year then ended;

· Discussed with Cherry Bekaert LLP the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended, with respect to its review of the findings of the independent registered public accounting firm during its examination of our financial statements; and

· Received from Cherry Bekaert LLP written affirmation of its independence as required by the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” In addition, the Audit Committee discussed with Cherry Bekaert LLP, its independence and determined that the provision of non-audit services was compatible with maintaining auditor independence.

The Audit Committee recommended, based on the review and discussion summarized above, that the board of directors include the audited consolidated financial statements in the 2012 10-K for filing with the SEC.

Dated: April 15, 2013	Audit Committee of the Board of Directors of DS Healthcare Group, Inc.
	/s/ Dr. Keith Markey
	/s/ Bernhard Opitz
	/s/ Matthew Pfeffer, Chairman

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EXECUTIVE COMPENSATION

Executive Officers

Name	Age	Positions
Daniel Khesin	33	Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer

Executive officers of our company are appointed by the board of directors and serve at the pleasure of the Board.

Daniel Khesin.For biographical information regarding Mr. Khesin, please see “Board of Directors” which appears earlier in this proxy statement.

Summary Compensation Table

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for:

· all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2012,

· our two most highly compensated named executive officers at December 31, 2012 whose annual compensation exceeded $100,000, and

· up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as a named executive officer of our company at December 31, 2012.

Name/Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards	Options ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Daniel Khesin, Chief Executive Officer and Chief Financial Officer	2012		218,314	—	—	—	—	—	—		218,314
	2011		203,393	—	—	—	—	—	—		203,383
Leonid Smirnov, Former Vice President(1)	2012		144,186	—	—	—	—	—	—		144,186
	2011		127,081	—	—	—	—	—	—		127,081
Michael Paul Strong, former Vice President(2)	2012		268,853	—	—	—	—	—	—		268,853
	2011		226,089	—	—	—	—	—	—		226,089

———————

(1)

Resigned effective January 31, 2012. Includes consulting fees received subsequent to his resignation through December 31, 2012.

(2)

Resigned effective September 13, 2013.

2012 Executive Officer Compensation

We have not entered into employment agreements with, nor have we authorized any payments upon termination or change-in-control to any of our executive officers or key employees. Mr. Khesin, who has served as our Chief Executive Officer and Chief Financial Officer since our inception in 2007, is not a party to an employment agreement with our company. Commencing 2013,his compensationis determined by the Compensation Committee of our board of directors. The Compensation Committee considered a number of factors in determining Mr. Khesin’s compensation including the scope of his duties and responsibilities to our company and the time he devotes to our business. The Compensation Committee did not consult with any experts or other third parties in fixing the amount of Mr. Khesin’s compensation. During 2012 Mr. Khesin’s was determined by the Board, which at such time solely consisted of Mr. Khesin. His compensation package included a salary of $218,314 and company provided health care benefits and vehicle expenses. Mr. Khesin does not receive any compensation as a member of the board of directors.

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Outstanding Equity Awards at Year End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2012.

	OPTION AWARDS					STOCK AWARDS
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)
Daniel Khesin	—	—	—	—	—	—	—	—	—
Leonid Smirnov	—	—	—	—	—	—	—	—	—
Michael Strong	—	—	—	—	—	—	—	—	—

Our Equity Compensation Plan

In January 2009 the directors and a majority of our shareholders adopted our 2009 Equity Incentive Plan (the “Plan”). We have reserved an aggregate of 500,000 shares of common stock for issuance pursuant to options or restricted stock granted under the Plan. As of September 23, 2013, we have issued no options or restricted stock under the Plan. The purpose of the Plan is to advance the interests of our company and our shareholders by providing a means of attracting and retaining key employees, directors and consultants for DS Healthcare and its subsidiaries. The Plan is administered by our Compensation Committee. Options granted under the Plan may either be options qualifying as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified options that do not qualify as incentive options. The price per share issuable upon exercise of an option shall be determined by the Compensation Committee at the time of the grant and will:

· in the case of an incentive option, not be less than the fair market value of the shares on the date of grant;

· in the case of an incentive option granted to a holder of more than 10% of the total combined voting power of all classes of our be at least 110% of the fair market value of the shares on the date of grant; or

· in the case of non-qualified options, shall be no less than 90% of the fair market value per share on the date of grant.

For the purposes of the Plan, the “fair market value” of the shares shall mean:

· if shares are traded on an exchange or over-the-counter market, the mean between the high and low sales prices of shares on such exchange or over-the-counter market on which such shares are traded on that date, or if such exchange or over-the-counter market is closed or if no shares have traded on such date, on the last preceding date on which such shares have traded, or

· if shares are not traded on an exchange or over-the-counter market, then the fair market value of the shares shall be the value determined in good faith by the Compensation Committee, in its sole discretion.

The per share purchase price of shares subject to options granted under the Plan may be adjusted in the event of certain changes in our capitalization, but any such adjustment will not change the total purchase price payable upon the exercise in full of options granted under the Plan. Officers, directors and key employees of and consultants to us and our subsidiaries will be eligible to receive non-qualified options under the Plan. Only our officers, directors and employees who are employed by us or by any of our subsidiaries thereof are eligible to receive incentive options.

The term of each option and the manner in which it may be exercised is determined by the Compensation Committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of our common stock, no more than five years after the date of the grant.

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U.S. Tax Treatment of Awards under the Plan

Incentive stock options.An incentive stock option results in no taxable income to the optionee or a deduction to us at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in computing the alternative minimum taxable income of the optionee. If the optionee holds the stock received as a result of an exercise for the longer of two years from the date of grant or one year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of during this period, however, (i.e., a “disqualifying disposition”) then the optionee will include in income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In such case, we will be entitled to a deduction, in the year of such a disposition, for the amount includible in the optionee’s income as compensation. The optionee’s basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Non-qualified stock options.A non-qualified stock option results in no taxable income to the optionee or deduction to us at the time it is granted. An optionee exercising such an option will at that time realize taxable compensation in the amount of the difference between the option price and the then market value of the shares. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to us in the year of exercise in an amount equal to the taxable compensation recognized by the optionee. The optionee’s basis in such shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long-term or short-term capital gain (or loss), depending upon the holding period of the shares.

Other awards.Recipients of restricted stock are generally subject to ordinary income tax at the time the restrictions lapse on the shares, unless the recipient elects to accelerate recognition as of the date of grant. Recipients of unrestricted stock awards are generally subject to ordinary income tax at the time of grant. In each of the foregoing cases, we will generally be entitled to a corresponding tax deduction at the same time the participant recognizes ordinary income.

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PRINCIPAL SHAREHOLDERS

At September 23, 2013, we had 13,709,383 shares of common stock issued and outstanding, which such shares represent our voting securities. Holders of shares of our common stock are entitled to one vote per share on all matters to be voted on by our shareholders. Holders of shares of common stock vote together on all shareholders matters submitted to a vote of our shareholders, except as otherwise required under Florida law. The following table sets forth information known to us as of September 23, 2013 relating to the beneficial ownership of shares of our voting securities by:

· each person who is known by us to be the beneficial owner of more than 5% of any class of our voting securities;

· each director and nominee;

· each named executive officer; and

· all named executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 1601 Green Road, Pompano Beach, Florida 33064. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of our voting securities shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or certain persons whose ownership is attributed to him and that can be acquired by him within 60 days from that date, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

Name	# of Shares Beneficially Owned	% of Class
Daniel Khesin	4,919,448	35.9%
Dr. Keith Markey	5,000	≤1%
Bernhard Opitz	3,750	≤1%
Matthew Pfeffer	3,750	≤1%
All officers and directors as a group (4 persons)	4,931,948	36.0%
Mukesh and Nihar Paripatyadar JTWRS(2)	820,000	6.0%
Michael Paul Strong	2,030,101	14.8%
Phoenix Investment Fund, Inc. (1)	1,070,103	7.8%

———————

(1)	Voting and dispositive control held by Ezio Da Fonseca. Address is Estrada das Canoas, Sao Conrado, Rio de Janiero, Brazil.
(2)	Address is 18 Millfield Road, Whickham, Newcastle upon Tyne, United Kingdom.

Securities Authorized for Issuance under Equity Compensation Plans

The following chart reflects the number of awards granted under equity compensation plans approved and not approved by shareholders and the weighted average exercise price for such plans as of December 31, 2012.

Name of Plan	Number of shares of common stock to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of shares remaining available for future issuance under equity compensation plans (excluding the shares reflected in column (a)) (c)
Equity compensation plans approved by security holders	—	—	500,000
Equity compensation plans not approved by security holders	—	—	—

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 1, 2009, we entered into a 10 year exclusive distribution agreement for Brazil with Gamma Investors, which also provided for minimum purchases and certain consulting services, in exchange for 300,000 shares of common stock. The agreement was amended and restated in August 2011. In addition to the distribution of our current product lines, Gamma Investors has committed to provide all required financing necessary to complete the registration and licensing in Brazil for our DS Laboratories line to be sold in Brazil. The licensure process has been completed and we commenced delivery of products to Gamma during mid-December 2012. The principal of Gamma Investors is Ezio da Fonseca. Mr. Fonseca also holds investment and voting control of Phoenix Investment Fund, Inc., and beneficially owns in excess of 5% of our outstanding common stock.

During the three months ended March 31, 2011, we began distribution of “NutraOrigin” branded nutraceutical products produced by LBK Group, Inc. under an exclusive distribution agreement with LBK Group, Inc. Mr. Alex Khesin, the father of our Chief Executive Officer, is an affiliate of LBK Group, Inc. The distribution agreement grants distribution rights to us to originate sales of NutraOrigin products in the United States, in exchange for 30% of the proceeds from net sales arranged by the company. In addition to the foregoing, in February 2011, we entered into a consulting agreement with Mr. Alex Khesin to provide general expertise in marketing and promoting nutraceutical products. The consulting agreement provided for a prepaid fee of $100,000. The consulting agreement expired and during 2012 Mr. Alex Khesin became an employee of the company. His annual salary is approximately $108,000.

Effective October 29, 2012, through our wholly-owned subsidiary Nutra Origin Inc., we entered into a license agreement with LBK Group, Inc. to become the exclusive licensee of certain nutraceutical supplements and related intellectual property primarily under the brand “Nutra Origin”. Under the terms of the agreement we have obtained an exclusive license for a period of 10 years unless earlier terminated by either party in the event of default as defined under the agreement. In addition, commencing 36-months from the effectiveness of the license agreement, we may terminate the agreement without cause or penalty upon 60-days written notice to LBK Group, Inc. In consideration for the exclusive license, on the effective date, we issued LBK Group, Inc. 7% of the issued and outstanding capital stock of Nutra Origin Inc. and paid LBK Group, Inc. a fee of $94,307, representing fees payable to LBK Group, Inc. under prior distribution arrangements between the parties. From the effective date and through May 15, 2013, we agreed to pay LBK Group, Inc. a fee of $7,500 per month; from May 15, 2013 through the remainder of the term of the agreement, we agreed to pay LBK Group, Inc. a fee of $8,500 per month; and in the event that our sales of the Nutra Origin products exceed $5,000,000 per annum, then such monthly fee shall increase to $15,000 per month. For the year ended December 31, 2011, sales of Nutra Origin products were approximately $191,605. The purchase cost of the Nutra Origin products was approximately 30% of the gross sales. Such cost excludes any sales and marketing and general and administrative expense that could be attributable to the products. Effective October 29, 2012, we acquired the brand “Nutra Origin”. For the year ended December 31, 2012, sales of Nutra Origin products were approximately $247,000. We are currently delinquent in monthly payments under the agreement.

In connection with the license agreement, on the effective date of the license agreement, we entered into a purchase agreement with LBK Group, Inc. and acquired certain inventory, primarily consisting of Nutra Origin products, in consideration of $50,000, payable in shares of our common stock, the price per share determined by the closing price of our common stock as reported on the OTC Markets on the date immediately preceding the effective date of the license agreement. As such, we issued LBK Group, Inc. 15,385 shares of common stock.

Our policies regarding pre-approval of related party transactions

We currently have three independent members on our board of directors which constitutes a majority of our board of directors. It is our current policy that the disinterested members of our board of directors approve or ratify transactions involving directors, executive officers or principal shareholders or members of their immediate families or entities controlled by any of them in which they have a substantial ownership interest in which the amount involved may exceed the lesser of $120,000 or 1% of the average of our total assets at year end and that are otherwise reportable under SEC disclosure rules. Such transactions include employment of immediate family members of any director or executive officer.

17

SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING

As of the date of this proxy statement, we had not received notice of any shareholder proposals for the 2013 annual meeting described herein and proposals received subsequent to the date of this proxy statement will be considered untimely. For a shareholder proposal to be considered for inclusion in our proxy statement for the 2014 annual meeting, the corporate secretary must receive the written proposal at our principal executive offices no later than the deadline stated below. Such proposals must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

DS Healthcare Group, Inc.

Attention: Corporate Secretary

1601 Green Road

Pompano Beach, Florida 33064

email:proxy@dshealthgroup.com

Under Rule 14a-8, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 120 calendar days before the date of our proxy statement release to shareholders in connection with the previous year’s annual meeting. However, if we did not hold an annual meeting in the previous year or if the date of this year’s annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials. Therefore, shareholder proposals intended to be presented at the 2014 annual meeting must be received by us at our principal executive office no later than May 30, 2014 in order to be eligible for inclusion in our 2014 proxy statement and proxy relating to that meeting. Upon receipt of any proposal, we will determine whether to include such proposal in accordance with regulations governing the solicitation of proxies.

You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for Board membership, information regarding the candidate as would be required to be included in a proxy statement filed pursuant to SEC regulations, and a written indication by the recommended candidate of her or his willingness to serve, and should be directed to the corporate secretary of DS Healthcare at our principal executive offices: DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064 within the time period described above for proposals other than matters brought under SEC Rule 14a-8.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

As required, we have filed our 2012 10-K with the SEC. Shareholders may obtain, free of charge, a copy of the 2012 Form 10-K by writing to us at 1601 Green Road, Pompano Beach, FL 33064, Attention: Corporate Secretary, or from our website,www.dshealthgroup.com under the “Contact Us” tab.

SHAREHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you currently receive multiple proxy statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, Florida 33064, Attention: Corporate Secretary, or by emailing a communication toproxy@dshealthgroup.com.

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WHERE YOU CAN FIND MORE INFORMATION

This proxy statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this proxy statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Corporate Secretary, DS Healthcare Group, Inc., 1601 Green Road, Pompano Beach, FL 33064. Please note that additional information can be obtained from our website atwww.dshealthgroup.com under the “Contact Us” tab.

We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.

By Order of the Board of Directors

/s/ Daniel Khesin

Daniel Khesin

President and Chief Executive Officer

Pompano Beach, Florida

October 10, 2013

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EACH SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY.

DS HEALTHCARE GROUP, INC.

1601 Green Road
Pompano Beach, Florida 33064

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Daniel Khesin his or her true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Stockholders of DS Healthcare Group, Inc. to be held at 1601 Green Road, Pompano Beach, Florida 33064, on Friday, October 25, 2013, at 2:00 p.m. local time, and at any adjournments thereof, and to vote as designated.

This proxy, when properly executed, will be voted in the manner you direct. If no direction is made, your proxy will be voted FOR the proposals and nominees described in the enclosed proxy statement and in the discretion of the proxy holders on all other matters that may come before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

YOUR VOTE IS IMPORTANT! PLEASE VOTE.

(Continued and to be signed on Reverse Side)

VOTE ON INTERNET

Go towww.vstocktransfer.com/proxy and log-on using the below control number.

CONTROL #

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the envelope we have provided.

VOTE IN PERSON

If you would like to vote in person, please attend the Annual Meeting to be held at 1601 Green Road, Pompano Beach, Florida 33064, on Friday, October 25, 2013, at 2:00 p.m. local time

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.

Annual Meeting Proxy Card – Common Stock

ê DETACH PROXY CARD HERE TO VOTE BY MAILê

Proposal 1  Elect Directors to Class I

[ ] For All Nominees

[ ] Withhold Authority

[ ] For All Except

For All Nominees

(see instructions below)

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES’ NAMES BELOW:

Daniel Khesin

Dr. Keith Markey

Bernhard Opitz

Matthew Pfeffer

Proposal 2  Ratification of the appointment of Marcum LLP for the fiscal year ending December 31, 2013

[ ] Vote For

[ ] Vote Against

[ ] Abstain

Proposal 3  Advisory (non-binding) vote on the frequency of future advisory votes on executive compensation

[ ] Three Years

[ ] Two Years

[ ] One Year

[ ] Abstain

Proposal 4  Advisory (non-binding) vote on the Company’s executive compensation

[ ] Vote For

[ ] Vote Against

[ ] Abstain

and to vote on such other business as may properly come before the meeting.

Date

Signature

Signature, if held jointly

_______________

________________________

________________________

Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.