What changed in Agape ATP Corp's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Agape ATP Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+158 added−139 removedSource: 10-K (2026-04-13) vs 10-K (2025-03-31)
Top changes in Agape ATP Corp's 2025 10-K
158 paragraphs added · 139 removed · 110 edited across 8 sections
- Item 7. Management's Discussion & Analysis+57 / −62 · 44 edited
- Item 1. Business+38 / −43 · 33 edited
- Item 1A. Risk Factors+42 / −21 · 21 edited
- Item 5. Market for Registrant's Common Equity+14 / −6 · 5 edited
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+3 / −3 · 3 edited
Item 1. Business
Business — how the company describes what it does
33 edited+5 added−10 removed38 unchanged
Item 1. Business
Business — how the company describes what it does
33 edited+5 added−10 removed38 unchanged
2024 filing
2025 filing
Biggest changeThe stimulation of ATP production at the cellular level can increase an individual’s metabolic rate in order to promote and maintain normal and healthy functioning of the body’s systems. Our program emphasizes nutrient absorption through the membrane ion channel in order to provide complete and balanced nutrients to improve cellular health.
Biggest changeAt its core, the ATP Zeta Super Health Program is focused upon biological energy, Adenosine Triphosphate (ATP), at the cellular level. The stimulation of ATP production at the cellular level can increase an individual’s metabolic rate in order to promote and maintain normal and healthy functioning of the body’s systems.
As the contents and combination of the main ingredients in our ATP Zeta Health Program and E.A.T.S. series are categorized as health food rather than medicines or drugs, all of our products require authorization from the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations in order to be sold in the country.
As the contents and combination of the main ingredients in our ATP Zeta Health Program and E.A.T.S. series are categorized as health food rather than medicines or drugs, all of our products require authorization from the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations in order to be sold in the country.
On December 25, 2024, the Company incorporated ATPC Technology Private Limited (“ATPC Tech”) in China, a wholly owned subsidiary in AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
On December 25, 2024, the Company incorporated ATPC Technology Private Limited (“ATPC Tech”) in China, a wholly owned subsidiary of AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
In order to further our supply chain, on May 8, 2020, we acquired 99.99% of Agape Superior Living Sdn Bhd, with the goal of securing an established network marketing sales channel that has been in existence in Malaysia for the past 15 years. On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn.
In order to further the supply chain, on May 8, 2020, the Company acquired 99.99% of Agape Superior Living Sdn Bhd, with the goal of securing an established network marketing sales channel that has been in existence in Malaysia for the past 15 years. On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn.
The following table sets forth the number of employees by function: Function Number of employees Senior Management 3 Business Development Department 2 Finance Department 4 Human Resources Department 2 Operations Department 4 Technology Infrastructure Department 1 Total 16 Insurance The Employees’ Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security Organisation, Malaysia, (“SOCSO”) for any employee who is employed for wages paid under a contract of service or apprenticeship with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries, including industrial accident, accident during emergency at the employers’ premises, occupational diseases and commuting accidents.
The following table sets forth the number of employees by function: Function Number of employees Senior Management 5 Business Development Department 2 Finance Department 3 Human Resources Department 2 Operations Department 5 Technology Infrastructure Department 1 Total 18 Insurance The Employees’ Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security Organisation, Malaysia, (“SOCSO”) for any employee who is employed for wages paid under a contract of service or apprenticeship with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries, including industrial accident, accident during emergency at the employers’ premises, occupational diseases and commuting accidents.
Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and E.A.T.S series. 11
Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and E.A.T.S series. 10
This personal contact may enhance consumers’ nutritional and health education and motivate consumers to begin and maintain wellness and weight management programs. In addition, by using our products themselves, distributors can provide first-hand testimonials of product effectiveness, which can serve as a powerful sales tool.
This personal contact may enhance consumers’ nutritional and health education and motivate consumers to begin and maintain wellness. In addition, by using our products themselves, distributors can provide first-hand testimonials of product effectiveness, which can serve as a powerful sales tool.
(“ASL”), a company incorporated in Malaysia. AATP LB, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited (“AATP HK”), a company incorporated in Hong Kong. On May 8, 2020, the Company entered into a Share Exchange Agreement with Mr.
(“ASL”), a company incorporated in Malaysia on August 8, 2003. AATP LB is an investment holding company with 100% equity interest in Agape ATP International Holding Limited (“AATP HK”), a company incorporated in Hong Kong. On May 8, 2020, the Company entered into a Share Exchange Agreement with Mr.
Malaysia, March 14, 2024 1,000 shares of ordinary share of RM1 each Renewable energy 100% 9. ATPC Technology Private Limited China, December 25, 2024 50,000 shares of ordinary share of CNY1 each Digital wellness platform 100% 5 Business Overview We are a provider of health and wellness products and advisory services in the Malaysian market.
Malaysia, March 14, 2024 1,000 shares of ordinary share of RM1 each Renewable energy 100% 9. ATPC Technology Private Limited China, December 25, 2024 50,000 shares of ordinary share of CNY1 each Digital wellness platform 100% 5 Business Overview The Company is a provider of health and wellness products and advisory services in the Malaysian market.
Bhd., a wholly owned subsidiary in Malaysia, with the aim to pursue the business of promoting wellness and wellbeing lifestyle of the community through the provision of services including online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. We currently offer two series of products: ATP Zeta Health Program and E.A.T.S.
Bhd., a wholly owned subsidiary in Malaysia, with the aim to pursue the business of promoting wellness and wellbeing lifestyle of the community through the provision of services including online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. ASL offers two series of products: ATP Zeta Health Program and E.A.T.S.
We pursue our mission of helping people to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.
The Company pursue the mission of helping people to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.
We believe the quality of our products coupled with the effectiveness of our distribution network have been the primary reasons for our success and will allow us to pursue future business expansion.
The Company believe the quality of the products coupled with the effectiveness of the distribution network have been the primary reasons for the success and will allow the Company to pursue future business expansion.
The following table sets forth the number of members and distributors at the date indicated: Number of Distributors Number of Members Total Number of Distributors and Members As at December 31, 2024 56,465 72,193 128,658 Distributors’ and members’ earnings Distributors and members earn profits from the sales of our products to customers.
The following table sets forth the number of members and distributors at the date indicated: Number of Distributors Number of Members Total Number of Distributors and Members As at December 31, 2025 56,465 72,201 128,666 Distributors’ and members’ earnings Distributors and members earn profits from the sales of our products to customers.
Distributors and members motivation and training We believe that motivation, inspiration and training are key elements in the success of sales via network group marketing. Together with our distributors and members, we have established a consistent schedule of gatherings to support those needs. We conduct several training sessions per year to educate and motivate our distributors and members.
Distributors and members motivation and training We believe that motivation, inspiration and training are key elements in the success of sales via network group marketing. Together with our distributors and members, we have established a consistent schedule of gatherings to support those needs.
Besides our three sales branches located in Kuala Lumpur, Johor Bahru and Ipoh, our products are all distributed to customers and members by our distributor’s networks, which are comprised of three stockists who are also independent distributors, whose store premises are located in two other locations in Malaysia.
Our distributors enjoy further discounts on all of our products. Besides our two sales branches located in Kuala Lumpur and Ipoh, our products are all distributed to customers and members by our distributor’s networks, which are comprised of one stockist who are also independent distributors, whose store premises are located in other locations in Malaysia.
Due to the high costs associated with research and development of nutrition and health products, we do not maintain any facilities to produce our products. We have no expenditures or expenses relating to research and development of our product.
Due to the high costs associated with research and development of nutrition and health products, we do not maintain any facilities to produce our products. We have no expenditures or expenses relating to research and development of our product. Quality Control At present, our products are predominately sold in Malaysia.
We are also the registered owner of domain named “agapeatpgroup.com”. Employees As at December 31, 2024, we had 16 employees (excluding our Directors).
We are also the registered owner of domain named “agapeatpgroup.com” and “atpc.com.my. Employees As at December 31, 2025, we had 18 employees (excluding our Directors).
How Kok Choong, CEO and director of the Company to acquire 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd., a network marketing entity incorporated in Malaysia. ASL is a limited company incorporated on August 8, 2003, under the laws of Malaysia.
How Kok Choong, CEO and director of the Company to acquire 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in ASL, a network marketing entity incorporated in Malaysia. On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd.
The principal activity of the Company is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the overall health system of the human body and various wellness programs. The Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy.
The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the overall health system of the human body and various wellness programs.
On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd. (“WATP”), a wholly owned subsidiary under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle.
(“WATP”), a wholly owned subsidiary under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. On July 4, 2024, the entity changed its name to Cedar ATPC Sdn. Bhd. (“CEDAR”).
AGE provides products, technical knowledge and solutions for sustainability, energy savings and promoting environmental stewardship. 7 Our Business Model We believe that the direct-selling channel is ideally suited to marketing our products, because sales of health solution and personal care products are strengthened by ongoing personal contact between retail consumers and distributors.
CEDAR provides skin care products and healthcare products and provide training courses to the customers. 6 Our Business Model We believe that the direct-selling channel is ideally suited to marketing our products, because sales of health solution and personal care products are strengthened by ongoing personal contact between retail consumers and distributors.
This initiative is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends. On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise (M) Sdn. Bhd. (“OIE”), which the Company and OIE each own 50% of the equity interest.
The Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy. This initiative is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends. On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn.
On September 19, 2024, AGE increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share. On January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd (“ATPC Exim”). However, the Company had decided not to proceed with the continued development of ATPC Exim. There is no impact to the Group’s operation.
On June 7, 2024, the entity changed its name to ATPC Green Energy Sdn. Bhd (“AGE”). On September 19, 2024, AGE increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share. On January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd (“ATPC Exim”).
We have obtained the appropriate authorizations from the Food Safety and Quality Division, and the National Pharmaceutical Regulatory Agency of the Ministry of Health, Malaysia for all our products.
We have obtained the appropriate authorizations from the Food Safety and Quality Division, and the National Pharmaceutical Regulatory Agency of the Ministry of Health, Malaysia for all our products. Whenever products are purchased for inventory replenishment, samples are randomly selected from every batch for testing at laboratories registered with the Ministry of Health Malaysia.
Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance the absorption at the cellular level. The E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living. DSY Wellness provides complementary health therapies based on the health screening test report to prescribe the products and therapies.
Our program emphasizes nutrient absorption through the membrane ion channel in order to provide complete and balanced nutrients to improve cellular health. Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance the absorption at the cellular level. The E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.
On July 4, 2024, the entity changed its name to Cedar ATPC Sdn. Bhd. (“CEDAR”). On November 25, 2024, CEDAR increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share. On November 11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd.
On November 25, 2024, CEDAR increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share. On November 11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies .
On March 14, 2024, the Company acquired 50% of OIE ATPC Holdings (M) Sdn. Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company. On June 7, 2024, the entity changed its name to ATPC Green Energy Sdn. Bhd (“AGE”).
Bhd. with Oriental Industries Enterprise (M) Sdn. Bhd. (“OIE”), which the Company and OIE each own 50% of the equity interest. On March 14, 2024, the Company acquired 50% of OIE ATPC Holdings (M) Sdn. Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company.
Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors and to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to expand the platform to other geographic markets in order to duplicate its success.
Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors and to provide direct sales to customers.
ATPC Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market. 6 Our Products We offer two series of products: (i) ATP Zeta Health Program and (ii) E.A.T.S. in ASL.
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieve energy efficiency and carbon neutrality for a healthier environment. ATPC Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
The ATP Zeta Health Program is a health program designed to promote health and general wellbeing, as well as to prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. At its core, the ATP Zeta Super Health Program is focused upon biological energy, Adenosine Triphosphate (ATP), at the cellular level.
Our Products We offer two series of products: (i) ATP Zeta Health Program and (ii) E.A.T.S. in ASL. The ATP Zeta Health Program is a health program designed to promote health and general wellbeing, as well as to prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles.
The Easy and Tasty Series (“E.A.T.S”) is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living. On November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with Mr.
The Easy and Tasty Series (“E.A.T.S”) is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living. The establishment of DSY Wellness is a further expansion of the business into the health and wellness industry. Mr.
We also intend to approach online social influencers as part of our marketing strategy to promote our products and our e-commerce platform. 10 Intellectual Property We consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the registered owner of five registered trademarks in Malaysia.
Once the E-trading platform has provided tangible results in the Malaysia market, we intend to expand the platform to other geographic markets in order to duplicate its success. 9 Intellectual Property We consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the registered owner of five registered trademarks in Malaysia.
The training sessions are typically presented by in-house staff with suitable background in nutrition, in order to provide key nutrition information about our products, as well as providing workshops to promote presentation skills to attending participants. 9 Our Suppliers All of our products are acquired from related parties and unrelated third parties located in Malaysia, and rebranded by us.
We conduct several training sessions per year to educate and motivate our distributors and members. 8 Our Suppliers All of our products are acquired from related parties and unrelated third parties located in Malaysia, and rebranded by us.
Removed
(“DSY Wellness”) with an independent third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies . The Company and its subsidiaries are principally engaged in the Health and Wellness Industry.
Added
However, the Company had decided not to proceed with the continued development of ATPC Exim. There is no impact to the Group’s operation.
Removed
Steve Yap, following which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies. The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry. Mr.
Added
DSY Wellness provides complementary health therapies based on the health screening test report to prescribe the products and therapies. AGE provides products, technical knowledge and solutions for sustainability, energy savings and promoting environmental stewardship.
Removed
To further its reach in the Health and Wellness Industry, on November 11, 2021, AATP LB formed an entity, DSY Wellness with an independent third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies .
Added
For the green energy segment, we are committed to offer advanced solar power and energy efficiency solutions. Serving commercial, industrial, and governmental clients, we deliver a comprehensive suite of services ranging from solar energy generation and storage to energy management systems and sustainability consulting.
Removed
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieves energy efficiency and carbon neutrality for a healthier environment.
Added
We integrate cutting-edge technologies with deep knowledge of sustainability to deliver impactful solutions, reduce energy consumption and optimize performance. 7 Our Customers General We provide health and wellness products and advisory services to health-conscious customers in the Malaysian market. Such customers are able to enjoy membership discounts across all our products by becoming a member.
Removed
We leverage our team of in-house nutritional consultants with rich experience gained in the area of nutrition, in collaborating with our customers and clients to understand the health and wellness market via a process of consultative review. This review team is headed by the Head of Product Development.
Added
For the green energy segment, we collaborate with technology partners, government bodies, and environmental organizations to provides solar power and energy efficiency solutions to commercial businesses and industrial users. Their alliances with global sustainability advocates and regulators ensure the solutions comply with international standards, advancing both client business goals and environmental objectives.
Removed
We then communicate our findings and proposals to third-party suppliers to improve formulations, to bring about new products for distributors and members who are ready to market to end-users. We place a strong emphasis on the science of nutrition.
Removed
Whenever products are purchased for inventory replenishment, samples are randomly selected from every batch for testing at laboratories registered with the Ministry of Health Malaysia. 8 Our Customers General We provide health and wellness products and advisory services to health-conscious customers in the Malaysian market.
Removed
Such customers are able to enjoy membership discounts across all our products by becoming a member. Our distributors enjoy further discounts on all of our products.
Removed
We leverage our team of in-house nutritional consultants with rich experience gained in the area of nutritionist work, in collaborating with our customers and clients to understand the health and wellness market via a process of consultative review.
Removed
We then communicate our findings and proposals to third-party suppliers to improve formulations and to bring about new products for distributors and members who are ready to market to end-users. Quality Control At present, our products are predominately sold in Malaysia.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
21 edited+21 added−0 removed168 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
21 edited+21 added−0 removed168 unchanged
2024 filing
2025 filing
Biggest changeWe are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
Biggest changeFurther, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 22 We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates, tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations, outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security. 18 In general, our business could be adversely affected by the effects of epidemics, pandemic or, including, but not limited to, the COVID-19, avian influenza, severe acute respiratory syndrome (SARS), the influenza A virus, Ebola virus, severe weather conditions such as flood or hazardous air pollution, or other outbreaks.
Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates, tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations, outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security. 17 In general, our business could be adversely affected by the effects of epidemics, pandemic or, including, but not limited to, the COVID-19, avian influenza, severe acute respiratory syndrome (SARS), the influenza A virus, Ebola virus, severe weather conditions such as flood or hazardous air pollution, or other outbreaks.
In addition, as we expand our business into overseas markets, there may be a shortage of third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery schedules and delivery costs and hence our business, results of operations and financial conditions. 17 We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
In addition, as we expand our business into overseas markets, there may be a shortage of third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery schedules and delivery costs and hence our business, results of operations and financial conditions. 16 We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
These risks and challenges include our ability to, among other things: ● manage our future growth; ● increase the utilization of our products by existing and new customers; ● maintain and enhance our relationships with customers and distributors; ● improve our operational efficiency; ● attract, retain and motivate talented employees; ● cope with economic fluctuations; ● navigate the evolving regulatory environment; and ● defend ourselves against legal and regulatory actions. 16 Our historical growth rates may not be indicative of our future growth.
These risks and challenges include our ability to, among other things: ● manage our future growth; ● increase the utilization of our products by existing and new customers; ● maintain and enhance our relationships with customers and distributors; ● improve our operational efficiency; ● attract, retain and motivate talented employees; ● cope with economic fluctuations; ● navigate the evolving regulatory environment; and ● defend ourselves against legal and regulatory actions. 15 Our historical growth rates may not be indicative of our future growth.
Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. 20 We are subject to foreign exchange control policies in Malaysia.
Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. 19 We are subject to foreign exchange control policies in Malaysia.
However, the Company no longer relied on the VIE after the fiscal year ended December 31, 2020. For the years ended December 31, 2024 and 2023, Agape S.E.A. Sdn Bhd did not provide any purchase to the Company. In addition, Agape S.E.A.’s impact to our consolidated financial statements constitutes less than 1% of our total consolidated assets.
However, the Company no longer relied on the VIE after the fiscal year ended December 31, 2020. For the years ended December 31, 2025 and 2024, Agape S.E.A. Sdn Bhd did not provide any purchase to the Company. In addition, Agape S.E.A.’s impact to our consolidated financial statements constitutes less than 1% of our total consolidated assets.
Any of these changes could result in a material adverse effect on our business, financial conditions or results of operations. 12 The success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate the quality of our products from those of our competitors, and the effectiveness of our marketing and advertising campaigns for our products.
Any of these changes could result in a material adverse effect on our business, financial conditions or results of operations. 11 The success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate the quality of our products from those of our competitors, and the effectiveness of our marketing and advertising campaigns for our products.
This may result in lower sales revenue, materially and adversely affecting our business, financial condition and results of operations. 15 We may not be able to manage the growth of our business and our expansion plans and operations or implement our business strategies on schedule or within our budget, or at all.
This may result in lower sales revenue, materially and adversely affecting our business, financial condition and results of operations. 14 We may not be able to manage the growth of our business and our expansion plans and operations or implement our business strategies on schedule or within our budget, or at all.
If we experience any business disruption and litigation, we may incur additional costs and have to divert our management’s attention and resources on such matters, which may adversely affect our business, financial condition and results of operations. 13 We operate in a heavily regulated industry.
If we experience any business disruption and litigation, we may incur additional costs and have to divert our management’s attention and resources on such matters, which may adversely affect our business, financial condition and results of operations. 12 We operate in a heavily regulated industry.
While the Company have not made any purchases from the VIE for the year ended December 31, 2024, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business.
While the Company have not made any purchases from the VIE for the year ended December 31, 2025, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business.
As a result, a product liability or other judgment against us, or a product recall, could have a material adverse effect on our business, financial condition or results of operations. 19 Our business is susceptible to food-borne illnesses.
As a result, a product liability or other judgment against us, or a product recall, could have a material adverse effect on our business, financial condition or results of operations. 18 Our business is susceptible to food-borne illnesses.
Furthermore, the outbreak of coronavirus disease 2019 was first reported in December 2019 in Wuhan, China. 21 Risks Related to our Common Stock Volatility in our shares price may subject us to securities litigation.
Furthermore, the outbreak of coronavirus disease 2019 was first reported in December 2019 in Wuhan, China. 20 Risks Related to our Common Stock Volatility in our shares price may subject us to securities litigation.
We currently do not have long term supply agreements with our two largest suppliers for the year ended December 31, 2024, and we typically make ad hoc purchases through submission of purchase order forms.
We currently do not have long term supply agreements with our three largest suppliers for the year ended December 31, 2025, and we typically make ad hoc purchases through submission of purchase order forms.
In connection with the audit of our consolidated financial statements as of December 31, 2024, we identified two “material weaknesses”, and other control deficiencies including significant deficiencies in our internal control over financial reporting.
In connection with the audit of our consolidated financial statements as of December 31, 2025, we identified three “material weaknesses”, and other control deficiencies including significant deficiencies in our internal control over financial reporting.
Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. The Malaysian economy registered modest growth of approximately 5.1 % and 3.0% in December 31, 2024 and December 31, 2023 respectively, according to the Department of Statistics Malaysia.
Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. The Malaysian economy registered modest growth of approximately 4.9% and 5.1% in December 31, 2025 and December 31, 2024, respectively, according to the Department of Statistics Malaysia.
GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned. 14 We have taken measures and plan to continue to take measures to remedy these material weaknesses.
GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned; and (iii) insufficient procedures and policies were in place to assess the credit risk and capabilities of the third-party manager prior to the investment decision. 13 We have taken measures and plan to continue to take measures to remedy these material weaknesses.
We expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital-raising efforts, including at a price (or exercise prices) below the price you paid for your stock.
We expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital-raising efforts, including at a price (or exercise prices) below the price you paid for your stock. 21 If we fail to meet applicable listing requirements, Nasdaq may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Malaysian Ringgit and the Hong Kong Dollar.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar (“US$”), including Malaysian Ringgit (“MYR” or “RM”), Hong Kong Dollars (“HK$”) and Chinese Yuan (“CNY”).
Our total revenues decreased by approximately 7.6% from approximately $1.4 million for the year ended December 31, 2023 to approximately $1.3 million for the year ended December 31, 2024. Our gross profit decreased by approximately 18.9% from approximately $0.9 million for the year ended December 31, 2023 to approximately $0.7 million for the year ended December 31, 2024.
Our total revenues increased by approximately 15.2% from approximately $1.3 million for the year ended December 31, 2024 to approximately $1.5 million for the year ended December 31, 2025. Our gross profit increased by approximately 10.4% from approximately $0.7 million for the year ended December 31, 2024 to approximately $0.8 million for the year ended December 31, 2025.
For the year ended December 31, 2024, we purchased $335,494 and $98,391 from two of our major suppliers, represented approximately 59.8% and 17.5% respectively, of our total purchases. Our business, financial condition and operating results depend on the continuous supply of products from our major suppliers and our continuous supplier-customer relationships with them.
For the year ended December 31, 2025, we purchased $365,840, $133,406 and $73,163 from three of our major suppliers, represented approximately 55.6%, 20.3% and 11.1%, respectively, of our total purchases. Our business, financial condition and operating results depend on the continuous supply of products from our major suppliers and our continuous supplier-customer relationships with them.
Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects. 22 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects. We expect to incur significant additional costs as a result of being a public company, which may materially and adversely affect our business, financial condition and results of operations.
Added
We cannot assure you that we will be able to meet the continued listing standards of Nasdaq.
Added
The Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq on January 27, 2026, notifying the Company that, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) which matter serves as a basis for delisting the Company’s securities from Nasdaq.
Added
Nasdaq has provided the Company with an 180 calendar days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement.
Added
In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
Added
However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting. On February 2, 2026, the Company received an additional notification letter notifying the Company that the Staff has determined to delist the Company’s securities.
Added
The Staff’s determination was based on that as of January 30, 2026, the Company’s securities had a closing bid of $0.10 or less for the last ten consecutive trading days, and accordingly, is subject to the provisions under Listing Rule 5810(c)(3)(A)(iii), the “Low Priced Stocks” Rule.
Added
The Company has the opportunity to request a hearing with the Hearings Panel (the “Panel”), by February 9, 2026. The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The fee for the hearing is $20,000.
Added
The Company has requested a hearing before a Nasdaq Hearings Panel to appeal Nasdaq’s determination pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing.
Added
In addition, l egislative or other regulatory action in the United States could result in listing standards or other requirements that, if we cannot meet, may result in delisting and adversely affect our liquidity or the trading price of our shares that are listed or traded in the United States.
Added
If we fail to comply with the applicable listing standards and Nasdaq delists our ordinary shares, we and our shareholders could face significant material adverse consequences, including: ● a limited availability of market quotations for our ordinary shares; ● reduced liquidity for our ordinary shares; ● a determination that our ordinary shares are “penny stock”, which would require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares; ● a limited amount of news about us and analyst coverage of us; and ● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.
Added
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our ordinary shares will be listed on Nasdaq, such securities will be covered securities.
Added
Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
Added
As a public company, we incur significant additional costs associated with corporate governance requirements, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the Nasdaq.
Added
These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to obtain and maintain directors’ and officers’ liability insurance.
Added
As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations.
Added
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain. We have never declared or paid cash dividends . We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.
Added
As a result, capital appreciation, if any, of our ordinary shares will be the sole source of gain for the foreseeable future. Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.
Added
If a trading market for our ordinary shares develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts.
Added
As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our ordinary shares will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates.
Added
In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline.
Added
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of the investment in us. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Item 2. Properties
Properties — owned and leased real estate
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Item 2. Properties
Properties — owned and leased real estate
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2024 filing
2025 filing
Biggest changeITEM 2. PROPERTIES We currently lease 5 properties ranging from approximately 2,500 to 11,900 square feet in Kuala Lumpur and Ipoh which primarily carry out the functions of a staff accommodation, warehouse, office, service centers and sales branches in different regions of Malaysia.
Biggest changeITEM 2. PROPERTIES We currently lease 7 properties ranging from approximately 2,500 to 11,900 square feet in Kuala Lumpur and Ipoh which primarily carry out the functions of a staff accommodation, warehouse, office, service centers and sales branches in different regions of Malaysia.
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
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Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
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2024 filing
2025 filing
Biggest changeItem 4. Mine Safety Disclosure 23 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8.
Biggest changeItem 4. Mine Safety Disclosure 23 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Selected Financial Data 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
5 edited+9 added−1 removed3 unchanged
2024 filing
2025 filing
Biggest changeDividend Policy Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock.
Biggest changeTransfer Agent and Registrar Our transfer agent is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-843. 24 Dividend Policy Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose.
On that date, every 20 issued and outstanding shares of the Company’s Common Stock were automatically converted into one outstanding share of Common Stock. As a result of the Reverse Stock Split, the number of the outstanding shares of Common Stock decreased from 77,069,575 (pre-split) shares to 3,853,504 (post-split) shares.
On that date, every 20 issued and outstanding shares of the Company’s Common Stock were automatically converted into one outstanding share of Common Stock. As a result of the Reverse Stock Split, the number of the outstanding shares of Common Stock decreased from 77,069,575 (pre-split) shares to 3,853,504 shares.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES On August 15, 2024, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 1-for-20 (the “Reverse Stock Split”), effective as of August 30, 2024.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES On August 15, 2024, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada “) to effect a reverse split of the Company’s Common Stock at a ratio of 1-for-20 (the “Reverse Stock Split”), effective as of August 30, 2024.
The par value of the Company’s Common Stock remained unchanged at $0.0001 per share and the number of authorized shares of Common Stock reduced from 1,000,000,000 shares to 50,000,000 shares after the Reverse Stock Split. Holders As of December 31, 2024, we had 3,989,056 shares of our Common Stock par value, $0.0001 issued and outstanding.
The par value of the Company’s Common Stock remained unchanged at $0.0001 per share and the number of authorized shares of Common Stock reduced from 1,000,000,000 shares to 50,000,000 shares after the Reverse Stock Split.
In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. Equity Compensation Plan Information Currently, there are no equity compensation plan in place. Unregistered Sales of Equity Securities None. Purchases of Equity Securities by the Registrant and Affiliated Purchasers None.
Equity Compensation Plan Information Currently, there are no equity compensation plan in place. Unregistered Sales of Equity Securities None. Purchases of Equity Securities by the Registrant and Affiliated Purchasers None.
Removed
There were 1,392 record holders of our Common Stock. Transfer Agent and Registrar Our transfer agent is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-843.
Added
On February 5, 2025, the Company obtained approval from stockholders in a special meeting to increase number of authorized common stock from 50,000,000 to 500,000,000 and to issue 46,000,000 shares of common stock at $0.0001 per share.
Added
On February 28, 2025, the Company signed shares subscription agreement with 18 subscribers to issue 46,000,000 shares of common stock at the price of $0.50 per share (the “Private Placement”). Immediately prior to the Private Placement, the Company had a total of 4,005,381 shares of common stock issued and outstanding.
Added
Immediately after the closing of the Private Placement, the Company is expected to have a total of 50,005,381 shares of common stock issued and outstanding.
Added
On January 30, 2026, the Company obtained approval from stockholders in an annual meeting to amend to the Company’s Articles of Incorporation to effect one or more reverse stock splits of the company’s issued and outstanding Common Stock at any time before the next annual meeting of stockholders of the Company, in aggregate, of up to one-for-five thousand (1:5000), with the timing of any reverse split to be determined by the board in its discretion.
Added
On February 9, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect a 1-for-50 reverse stock split of the Company’s Common Stock, which began trading on a post-split adjusted basis on the Nasdaq Capital Market when the market opened on February 10, 2026.
Added
Stockholders who hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 50 are entitled the number of shares rounded up to the nearest whole share.
Added
The Company will issue share of the post-Reverse Stock Split Common Stock to any stockholder who would have received a fractional share as a result of the Reverse Stock Split. The authorized number of shares of Common Stock was not affected by the Reverse Stock Split.
Added
Holders As of December 31, 2025, we had 1,000,626 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 1,411 record holders of our Common Stock.
Added
We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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2024 filing
2025 filing
Biggest changeYears Ended December 31, 2024 2023 Revenue $ 1,322,747 $ 1,431,088 Net loss attributable to Agape ATP Corporation $ (2,470,474 ) $ (2,101,985 ) Loss per share – basic and diluted $ (0.63 ) $ (0.55 ) As of December 31, 2024 2023 Total assets $ 3,240,020 $ 5,744,494 Total liabilities $ 1,310,899 $ 1,363,631 24
Biggest changeYears Ended December 31, 2025 2024 Revenue $ 1,524,262 $ 1,322,747 Net loss attributable to Agape ATP Corporation $ (2,279,791 ) $ (2,470,474 ) Loss per share – basic and diluted $ (2.85 ) $ (31.74 ) As of December 31, 2025 2024 Total assets $ 24,591,278 $ 3,240,020 Total liabilities $ 2,165,177 $ 1,310,899 25
ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial data as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. This selected financial data should be read in conjunction with the consolidated financial statements and related notes included in Item 15 of this Annual Report.
ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial data as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024. This selected financial data should be read in conjunction with the consolidated financial statements and related notes included in Item 15 of this Annual Report.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
44 edited+13 added−18 removed43 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
44 edited+13 added−18 removed43 unchanged
2024 filing
2025 filing
Biggest changeATPC Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market. 25 Results of Operation For the years ended December 31, 2024 and 2023 Revenue We generated revenue of $1,322,747, which comprised of revenue from the Company’s network marketing business of $137,050 (approximately 10.4%); revenue from the Company’s operations in the provision of complementary health therapies of $1,120,843 (approximately 84.7%); $22,091 from skin care and healthcare products, a new revenue stream from the Company’s operations in wellness and wellbeing lifestyle and $42,763 from the operation in green energy for the year ended December 31, 2024 as compared to revenue of $1,431,088, which the amount was mainly attributed from the Company’s network marketing business of $396,122 (approximately 27.7%); and $1,033,221 (approximately 72.2%) from the Company’s operations in the provision of complementary health therapies for the year ended December 31, 2023.
Biggest changeResults of Operation For the years ended December 31, 2025 and 2024 Revenue We generated revenue of $1,524,262, which comprised of revenue from the Company’s network marketing business of $71,276 (approximately 4.7% of total revenue); revenue from the Company’s operations in the provision of complementary health therapies of $1,081,538 (approximately 71.0% of total revenue); $231,721 from operation in wellness and wellbeing lifestyle (approximately 15.2% of total revenue) and $139,727 from the operation in green energy (approximately 9.1% of total revenue) for the year ended December 31, 2025 as compared to revenue of $1,322,747, which comprised of revenue from the Company’s network marketing business of $137,050 (approximately 10.4% of total revenue); revenue from the Company’s operations in the provision of complementary health therapies of $1,120,843 (approximately 84.7% of total revenue); $22,091 (approximately 1.7% of total revenue) from skin care and healthcare products, a new revenue stream from the Company’s operations in wellness and wellbeing lifestyle and $42,763 (approximately 3.2% of total revenue) from the operation in green energy for the year ended December 31, 2024.
The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $57,340, amortization of operating right-of-use assets of $139,867, amortization of finance assets of $29,445, unrealized holding loss on marketable securities of $5,018, allowance for expected credit loss of $98,705, deferred tax expense of $220, inventory write-down of $7,081, decrease in amount due from related parties of $8,889, increase in accounts payables of $44,657, the increase in other payables and accrued liabilities of $14,761 and the increase of income tax payable of $4,340.
The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $57,340, amortization of operating right-of-use assets of $139,867, amortization of finance assets of $29,445, unrealized holding loss on marketable securities of $5,018, allowance for credit loss of $98,705, deferred tax expense of $220, inventory write-down of $7,081, decrease in amount due from related parties of $8,889, increase in accounts payables of $44,657, the increase in other payables and accrued liabilities of $14,761 and the increase of income tax payable of $4,340.
Allowance for deferred tax assets The Company conducts much of its business activities in Malaysia and Hong Kong and is subject to tax in each of these jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
Allowance for deferred tax assets The Company conducts much of its business activities in Malaysia, Hong Kong and China and is subject to tax in each of these jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
Where the expectation is different from the original estimate, such differences will impact the recognition of deferred tax assets and taxation in the periods in which such estimate is changed. Allowance for expected credit loss The Company estimates and records an allowance for its expected credit loss related to its accounts receivable.
Where the expectation is different from the original estimate, such differences will impact the recognition of deferred tax assets and taxation in the periods in which such estimate is changed. Allowance for credit loss The Company estimates and records an allowance for credit loss related to its accounts receivable.
Following are the methods and assumptions used in determining our estimates. 30 Allowance for inventories obsolescence Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value.
Following are the methods and assumptions used in determining our estimates. 29 Allowance for inventories obsolescence Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value.
If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2024 and December 31, 2023, no impairment of long-lived assets was recognized.
If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2025 and December 31, 2024, no impairment of long-lived assets was recognized.
Off-Balance Sheet Arrangements As of December 31, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Off-Balance Sheet Arrangements As of December 31, 2025, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
The Company makes estimates about the likelihood and timing of coupon redemptions, which may vary based on changing customer behaviour and economic conditions. If the actual redemption rate differs from the estimated rate, it could impact the redemption liability and related expenses in future periods.
The Company makes estimates about the likelihood and timing of coupon redemptions, which may vary based on changing customer behavior and economic conditions. If the actual redemption rate differs from the estimated rate, it could impact the redemption liability and related expenses in future periods.
The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue based on the percentage of cost incurred. 32 Fair value of financial instruments The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue based on the percentage of cost incurred. 31 Fair value of financial instruments The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, allowance for deferred tax assets, allowance for estimation of coupon redemption and the assumptions used in the valuation of the derivative financial instruments.
Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, allowance for deferred tax assets, allowance for credit loss, allowance for estimation of coupon redemption and the assumptions used in the valuation of the derivative financial instruments.
This estimate is based on historical redemption patterns, customer behaviour trends, and the terms and conditions of the coupon programs. Management considers factors such as the type of coupon, the period of validity that could influence redemption rates.
This estimate is based on historical redemption patterns, customer behavior trends, and the terms and conditions of the coupon programs. Management considers factors such as the type of coupon, the period of validity that could influence redemption rates.
This update can be applied either retrospectively to any or all prior periods presented in the consolidated financial statements or prospectively to financial statements issued for reporting period after the effective date of this Update. The Company is currently evaluating the effect of adopting this ASU.
This new guidance can be applied either retrospectively to any or all prior periods presented in the consolidated financial statements or prospectively to financial statements issued for reporting period after the effective date of this new guidance. The Company is currently evaluating the effect of adopting this guidance.
Income Tax Expense We incurred income tax expense of $4,934 for the year ended December 31, 2024 as compared to $3,575 for the year ended December 31 2023. During the year ended December 31, 2024 and 2023, our operations in Malaysia incurred income taxes expenses as a result of provision assessment made by local tax authority for prior year tax.
Income Tax Expense We incurred income tax expense of $2,285 for the year ended December 31, 2025 as compared to $4,934 for the year ended December 31 2024. During the year ended December 31, 2025 and 2024, our operations in Malaysia incurred income taxes expenses as a result of provision assessment made by local tax authority for prior year tax.
No subsequent measurement has been performed as the Warrants are classified as equity. 31 Critical Accounting Policies Revenue recognition On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606).
No subsequent measurement has been performed as the Warrants are classified as equity. 30 Critical Accounting Policies Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606).
The gross profit margin related to our network marketing business was approximately 69.6% and 84.1% for the years ended December 31, 2024 and 2023, respectively; the gross profit margin related to our provision of complementary heath therapies business was approximately 59.1% and 58.5%, respectively; the gross profit margin related to the new revenue streams, Company’s operations in wellness and wellbeing lifestyle and green energy was approximately 2.3% and 2.9% respectively, for the year ended December 31, 2024.
The gross profit margin related to the network marketing business was approximately 58.8% and 69.6%, respectively; the gross profit margin related to our provision of complementary heath therapies business was approximately 55.1% and 59.1%, respectively; the gross profit margin related to operations in wellness and wellbeing lifestyle 84.3% and 2.3%, respectively; and the gross profit margin related to operations in green energy was approximately 3.4% and 2.9%, respectively; for the years ended December 31, 2025 and 2024.
Investing activities Net cash used in investing activities for the year ended December 31, 2024 was $50,050, the amount resulted from the purchase property and equipment of $50,162 and proceeds from disposal of office equipment $112.
Investing activities Net cash used in investing activities for the year ended December 31, 2025 was $23,001,049, which was mainly from advances for investment. Net cash used in investing activities for the year ended December 31, 2024 was $50,050, the amount resulted from the purchase property and equipment of $50,162 and proceeds from disposal of office equipment $112.
We did not offer as many categories of the health products in our network marketing business during fiscal year 2024 as compared to prior years due to the company strategically shifting the business focus from company’s network marketing business to new revenue streams that can help restore growth and diversify income streams.
We did not offer as many categories of the health products in our network marketing business during fiscal year 2025 as compared to prior years due to the company strategically shifting the business focus from company’s network marketing business to operation in wellness and wellbeing lifestyle and green energy industry that can help restore growth and diversify income streams.
For the years ended December 31, 2024 and 2023, the Company recognize an inventory write-downs of $7,081 and $0, respectively.
For the years ended December 31, 2025 and 2024, the Company recognize an inventory write-downs of $11,825 and $7,081; and inventory write-off of $7,035 and $0, respectively.
The adoption of ASU 2024-01 is not expected to have any impact on the Company’s consolidated financial statements. In March 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements”.
The adoption of ASU 2024-01 has no material impact on the Company’s consolidated financial statements. In March 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements”.
For the years ended December 31, 2024 and 2023, the Company recognize an allowance for expected credit loss of $32,857 and $542, respectively. Allowance for e stimation of c oupon r edemption The Company offers various coupon programs to customers, which result in the potential redemption of coupons against future purchases. The estimation of coupon redemption requires assumptions.
For the years ended December 31, 2025 and 2024, the Company recognize an allowance for credit loss of $8,082 and $32,857, respectively. Allowance for estimation of coupon redemption The Company offers various coupon programs to customers, which result in the potential redemption of coupons against future purchases. The estimation of coupon redemption requires assumptions.
Gross Profit Gross profit for the year ended December 31, 2024 amounted to $759,148, represented a gross margin of approximately 57.4%, as compared to $936,572 for the year ended December 31, 2023, which was equivalent to a gross margin of approximately 65.4%.
Gross Profit Gross profit for the year ended December 31, 2025 amounted to $838,270, represented a gross margin of approximately 55.0%, as compared to $759,148 for the year ended December 31, 2024, which was equivalent to a gross margin of approximately 57.4%.
The ASU 2023-01 is effective for reporting periods beginning after December 15, 2023. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
Accounting Standards Adopted in 2025 In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
The Company had a net loss of $2,486,044 for the year ended December 31, 2024 and accumulated deficits of $9,518,045 as of December 31, 2024 as compared to net loss of $2,109,935 for the year ended December 31, 2023 and accumulated deficits of $7,047,571 as of December 31, 2023.
The Company had a net loss of $2,307,607 for the year ended December 31, 2025 and accumulated deficits of $11,797,836 as of December 31, 2025 as compared to net loss of $2,486,044 for the year ended December 31, 2024 and accumulated deficits of $9,518,045 as of December 31, 2024.
The decrease in gross profit margin in year ended December 31, 2024 was due to low gross profit margin in Company’s operations in wellness and wellbeing lifestyle and green energy.
The decrease in gross profit margin in year ended December 31, 2025 was due to low gross profit margin in green energy.
Financing activities Net cash used in financing activities for the year ended December 31, 2024 was $11,856, the amount mainly for the reduction of finance lease liability.
Net cash used in financing activities for the year ended December 31, 2024 was $11,856, the amount mainly for the reduction of finance lease liability. Credit Facilities We do not have any credit facilities or other access to bank credit.
The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements. In March 2024, the FASB issued ASU 2024-01 “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards”.
The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. Details of the disclosures are set out in Note 18. In March 2024, the FASB issued ASU 2024-01 “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards”.
The following summarizes the key components of our cash flows for the years ended December 31, 2024 and 2023: For the years ended December 31, 2024 2023 Net cash used in operating activities $ (2,726,215 ) $ (2,001,823 ) Net cash used in investing activities (50,050 ) (17,251 ) Net cash used in financing activities (11,856 ) 5,398,037 Effect of exchange rate on cash and cash equivalents (4,096 ) 15,067 Net change in cash and cash equivalents $ (2,792,217 ) $ 3,394,030 29 Operating activities Net cash used in operating activities for the year ended December 31, 2024 was $2,726,215 and were mainly comprised of the net loss of $2,486,044, gain on disposal of office equipment of $112, the increase in accounts receivables of $28,295, the increase in inventories of $4,225, the increase in prepaid taxes $22,322, the increase in prepayments and deposits of $434,447, the increase in other receivables of $2,105, the decrease in accounts payables (related parties) of $5,107, the decrease in customer deposits of $7,340, the payment of operating lease liabilities of $139,476, the decrease in other payables (related parties) of $7,065.
Net cash used in operating activities for the year ended December 31, 2024 was $2,726,215 and were mainly comprised of the net loss of $2,486,044, gain on disposal of office equipment of $112, the increase in accounts receivables of $28,295, the increase in inventories of $4,225, the increase in prepaid taxes $22,322, the increase in prepayments and deposits of $434,447, the increase in other receivables of $2,105, the decrease in accounts payables (related parties) of $5,107, the decrease in customer deposits of $7,340, the payment of operating lease liabilities of $139,476, the decrease in other payables (related parties) of $7,065.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows. Recently adopted Accounting Pronouncements Accounting Standards Adopted in 2024 In March 2023, the FASB issued ASU No. 2023-01 “Leases (Topic 842) Common Control Arrangements”.
Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
In addition to that, there was $7,081 inventory write-downs during the year ended December 31, 2024, whereas no inventory write-downs were recorded for the year ended December 31, 2023. Operating Expenses Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses.
In addition to that, there was $11,825 and $7,081 inventory write-downs; and $7,035 and $0 inventory write-off, respectively, during the years ended December 31, 2025 and 2024. Operating Expenses Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses.
The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The adoption of the accounting standards has no material impact on the consolidated financial statements for the year ended December 31, 2024.
The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The adoption of this accounting standard has no material impact on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”.
Selling expenses Selling expenses for the year ended December 31, 2024 amounted to $162,712 as compared to $629,003 for the year ended December 31, 2023, a significant decrease of $466,291, or approximately 74.1%. The Company’s selling expenses typically comprise salaries and benefits expenses, credit card processing fees and promotional expenses.
Selling expenses Selling expenses for the year ended December 31, 2025 amounted to $242,074 as compared to $162,712 for the year ended December 31, 2024, an increase of $79,362, or approximately 48.8%. The Company’s selling expenses typically comprise salaries and benefits expenses, credit card processing fees and promotional expenses.
This ASU requires disclosures of additional information of the nature of expenses included in the income statement as well as disclosures about specific expense categories in the notes to the financial statements. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, which early adoption permitted.
This new guidance requires disclosures of additional information of the nature of expenses included in the income statement as well as disclosures about specific expense categories in the notes to the financial statements.
Total revenue for the year ended December 31, 2024 decreased by $108,341, or approximately 7.6% from the year ended December 31, 2023.
Total revenue for the year ended December 31, 2025 increased by $201,515, or approximately 15.2% from the year ended December 31, 2024.
Revenue from the Company’s network marketing business decreased significantly by $259,072, or approximately 65.4%, whereas the revenue from the provision of complementary health therapies increased by $87,622, or approximately 8.5%, new revenue streams $22,091 from the Company’s operations in wellness and wellbeing lifestyle and $42,763 from the operation in green energy.
Revenue from the Company’s network marketing business decreased by $65,774, or approximately 48.0%, the revenue from the provision of complementary health therapies decreased by $39,305, or approximately 3.5%, whereas revenue from operation in wellness and wellbeing lifestyle increased by $209,630 or approximately 948.9% and revenue from operation in green energy increased by $96,964 or approximately 226.7%.
Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. 33 In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”.
The amendments in this update are effective for annual reporting periods beginning after December 15, 2024 and has no significant impact on our financial statements. 32 Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
The significant decrease in selling expenses was due to the decrease in promotional expenses incurred in the network marketing business. Commission expenses Commission expenses were $34,905 and $88,132 for the years ended December 31, 2024 and 2023, respectively, representing a significant decrease of $53,227, or approximately 60.4%.
Commission expenses Commission expenses were $73,691 and $34,905 for the years ended December 31, 2025 and 2024, respectively, representing a significant increase of $38,786, or approximately 111.1%. The significant increase in commission expenses was due to the increase in revenue from the operation in wellness and wellbeing lifestyle.
The significant decrease in commission expenses was due to the decrease in revenue from the Company’s network marketing business. General and administrative expenses (“G&A expenses”) G&A expenses for the year ended December 31, 2024 amounted to $3,134,874, as compared to $2,366,016 for the year ended December 31, 2023, representing an increase of $768,858, or approximately 32.4%.
General and administrative expenses (“G&A expenses”) G&A expenses for the year ended December 31, 2025 amounted to $3,779,152, as compared to $3,134,874 for the year ended December 31, 2024, representing an increase of $644,278, or approximately 20.6%. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and allowance for credit loss.
The cost of revenue increase due to the company wrote down the inventory in the network marketing business and the cost incurred in the Company’s operations in wellness and wellbeing lifestyle and green energy are relatively higher as compared to network marketing business and provision of complementary health therapies business.
The increase was due to the inventory write off and write down in the Company’s network marketing business; the varying gross profit margins in the Company’s operations in the provision of complementary health therapies; and the cost from the operation in green energy. Cost of revenue typically comprise of cost of goods and services purchased, packing materials and services acquired.
Upon uplisted in Nasdaq capital market, the Company incurred Nasdaq annual listing fees, and the Company also appointed two executive directors and three independent directors, which led the increase of executive salaries for the year ended December 31, 2024 compared to previous year. 27 Other Income (Expenses) For the year ended December 31, 2024, we recorded an amount of $92,233 as other income, net as compared to $40,219 other income, net for the year ended December 31, 2023, representing a significant change of $52,014.
The increase in general and administrative expenses was due to the increase in professional fee. 27 Other Income (Expenses) For the year ended December 31, 2025, we recorded an amount of $951,325 as other income, net as compared to $92,233 other income, net for the year ended December 31, 2024, representing a significant change of $859,092.
The amendments in this update are effective for annual reporting periods beginning after December 15, 2024 and are not expected to have a significant impact on our financial statements. In November 2024, the FASB issued ASU 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”.
The FASB issued ASU 2024-03 and ASU 2025-01 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and Clarifying the Effective Date” in November 2024 and January 2025, respectively.
Net cash provided by financing activities for the year ended December 31, 2023 was $5,398,037, consisted of the proceeds from issuance of common stock for $5,501,520, cash used for shares repurchased of $93,889 and reduction of finance lease liability of $9,594. Credit Facilities We do not have any credit facilities or other access to bank credit.
Financing activities Net cash provided by financing activities for the year ended December 31, 2025 was $23,498,646, consisted of the proceeds from disposal of non-marketable securities of $500, the proceeds from issuance of common stock for $23,000,000, advance from director of $520,831 and reduction of finance lease liability of $22,685.
Net Loss We incurred a net loss of $2,486,044 for the year ended December 31, 2024, as compared to $2,109,935 for the year ended December 31, 2023, an increase of $376,109, or approximately 17.8%, predominately due to reasons as discussed above. 28 Liquidity and Capital Resources As of December 31, 2024, we had working capital of $1,656,571 consisting of cash and cash in bank of $240,243 and time deposits of $1,800,000 as compared to working capital of $$4,113,614 consisting of cash and cash in bank of $494,771 and time deposits of $4,322,441 as of December 31, 2023.
Liquidity and Capital Resources As of December 31, 2025, we had working capital of $22,236,994 consisting of cash and cash in bank of $140,072 and no time deposits as compared to working capital of $1,656,571 consisting of cash and cash in bank of $240,243 and time deposits of $1,800,000 as of December 31, 2024.
The net other income of $40,219 incurred during the year ended December 31, 2023 comprised of other income, net of $5,724, interest income of $29,249, unrealized holding gain on marketable securities of $3,493, gain on disposal of property and equipment of $1,753. The significant change was due to the interest income from time deposit.
The net other income of $951,325 incurred during the year ended December 31, 2025 comprised of other income, net of $113,807, interest income of $3,416, unrealized holding gain on marketable securities of $8,953, exchange gain, net of $826,149 and loss on non-marketable securities of $1,000.
The revenue increase in provision of complementary health therapies business was due to the increase in public awareness about the importance of physical and mental health, more individual turned to complementary health therapies as preventive care and wellness to maintain good health, prevent illness and promote overall well-being, more service orders were processed during the year ended December 31, 2024 compared with previous year, also led the increase of related products sold. 26 Cost of Revenue Cost of revenue for the year ended December 31, 2024 amounted to $563,599 (approximately 42.6% of revenue) as compared to $494,516 (approximately 34.6% of revenue) for the year ended December 31, 2023, representing an increase of $69,083, or approximately 14.0%.
The revenue decrease in provision of complementary health therapies business was due to lower revenue generated from overseas customers as compared to previous years. 26 Cost of Revenue Cost of revenue for the year ended December 31, 2025 amounted to $685,992 (approximately 45.0% of total revenue) as compared to $563,599 (approximately 42.6% of total revenue) for the year ended December 31, 2024, representing an increase of $122,393, or approximately 21.7%.
Removed
Overview Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia.
Added
The revenue from operation in wellness and wellbeing lifestyle increased was due to the company’s digital advertisement campaign and marketing activities to promote the skin care and healthcare products.
Removed
Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health.
Added
The increase in selling expenses was due to the increase in promotional expenses incurred in the operation in wellness and wellbeing lifestyle, the company launched digital advertisement campaign and marketing activities to promote the skin care and healthcare products.
Removed
The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.
Added
Net Loss We incurred a net loss of 2,307,607 for the year ended December 31, 2025, as compared to $2,486,044 for the year ended December 31, 2024, a decrease of $178,437, or approximately 7.2%, predominately due to reasons as discussed above.
Removed
In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup.
Added
The following summarizes the key components of our cash flows for the years ended December 31, 2025 and 2024: For the years ended December 31, 2025 2024 Net cash used in operating activities $ (2,413,422 ) $ (2,726,215 ) Net cash used in investing activities (23,001,049 ) (50,050 ) Net cash provided by financing activities 23,498,646 (11,856 ) Effect of exchange rate on cash and cash equivalents 15,654 (4,096 ) Net change in cash and cash equivalents $ (1,900,171 ) $ (2,792,217 ) 28 Operating activities Net cash used in operating activities for the year ended December 31, 2025 was $2,413,422 and were mainly comprised of the net loss of $2,307,607, unrealized holding gain on marketable securities of $8,953, unrealized exchange gain of $825,706, the increase in prepayments and deposits of $380,199, the decrease in accounts payables of $21,972, the payment of operating lease liabilities of $159,762, decrease of income tax payable of $3,573.
Removed
As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.
Added
The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $24,903, amortization of operating right-of-use assets of $158,924, amortization of finance assets of $44,151, loss on non-marketable securities of $1,000, allowance for credit loss of $519,442, inventory write off of $7,035, inventory write-down of $11,825, the decrease in accounts receivables of $32,132, decrease in amount due from related parties of $162, the decrease in inventories of $3,348, the decrease in prepaid taxes $17,406, the decrease in other receivables of $2,489, the increase in accounts payables (related parties) of $14,010, the increase in customer deposits of $58,581, the increase in other payables and accrued liabilities of $112,551 and the increase in other payables (related parties) of $286,391.
Removed
Via ASL, the Company offers two series of programs which consist of different services and products: ATP Zeta Health Program and E.A.T.S. The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles.
Added
The requirements of the new guidance are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, which early adoption permitted.
Removed
The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors. The E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.
Added
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.
Removed
The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated CEDAR. Upon its establishment, CEDAR started collaborating with ASL to carry out various wellness programs.
Added
This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU. In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40).
Removed
To further its reach in the Health and Wellness Industry, on November 11, 2021, AATP LB formed an entity, DSY Wellness with an independent third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies .
Added
This ASU updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework. Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function.
Removed
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieves energy efficiency and carbon neutrality for a healthier environment.
Added
It also supersedes website development cost guidance, moving it to ASC 350-40. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
Removed
During the year ended December 31, 2024, we launched new revenue streams from the Company’s operations in wellness and wellbeing lifestyle and ventured into green energy industry by providing products, technical knowledge and solutions for sustainability and energy savings.
Added
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.
Removed
However, the increased of approximately $64,854 from new revenue streams was less than the significant decrease of revenue related to the sales of existing products related to network marketing business.
Added
This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU. In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.
Removed
Cost of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and purchase cost of products and services for the provision of complementary health therapies.
Added
This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
Removed
The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and provision for credit losses.
Removed
Net cash used in operating activities for the year ended December 31, 2023 was $2,001,823 and were mainly comprised of the net loss of $2,109,935, the non-cash deferred tax benefit of $220, unrealized holding gain on marketable securities of $3,493, gain on disposal of office equipment of $1,753, the increase in inventories of $3,216, the increase in accounts receivables of $53,641, the increase in prepayments and deposits of $34,532, the decrease in other receivables of $8,961, the decrease in customer deposits of $248,299, the payment of operating lease liabilities of $147,951, the decrease of income tax payable of $10,591.
Removed
The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $75,982, amortization of operating right-of-use assets of $147,212, provision for credit losses of $29,955, decrease in prepaid taxes of $305,567, increase in accounts payables (including related parties) of $38,456 and the increase in other payables (including related parties) and accrued liabilities of $6,670.
Removed
Net cash used in investing activities for the year ended December 31, 2023 was $17,251, the amount mainly resulted from the purchase property and equipment of $52,320 and proceeds from disposal of office equipment $35,069.
Removed
This ASU provides guidance in ASC Topic 842 that Leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
3 edited+0 added−0 removed2 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
3 edited+0 added−0 removed2 unchanged
2024 filing
2025 filing
Biggest changeAlthough in general, our exposure to foreign exchange risks should be limited, the value of an investment in our Common Stock may be affected by the foreign exchange rate between U.S. dollar and Malaysian Ringgit; and U.S. dollar and Hong Kong Dollar because the value of our business is effectively denominated in Malaysian Ringgit and Hong Kong Dollar, while the Common Stock is traded in U.S. dollars.
Biggest changeAlthough in general, our exposure to foreign exchange risks should be limited, the value of an investment in our Common Stock may be affected by the foreign exchange rate between U.S. dollar and Malaysian Ringgit; U.S. dollar and Chinese Yuan, and U.S. dollar and Hong Kong Dollar because the value of our business is effectively denominated in Malaysian Ringgit, Chinese Yuan and Hong Kong Dollar, while the Common Stock is traded in U.S. dollars.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign exchange risk . Substantially most of our revenues are denominated in the Malaysian Ringgit while most of our expenses are denominated in Malaysian Ringgit, U.S. dollar and Hong Kong Dollar.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign exchange risk . Substantially most of our revenues are denominated in the Malaysian Ringgit while most of our expenses are denominated in Malaysian Ringgit, U.S. dollar, Chinese Yuan and Hong Kong Dollar.
The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. 34
The Company evaluates the need for an allowance for credit loss based upon factors surrounding the credit risk of specific customers, historical trends and other information. 33