10q10k10q10k.net

What changed in Agape ATP Corp's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Agape ATP Corp's 2023 and 2024 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 2024 report.

+167 added−214 removedSource: 10-K (2025-03-31) vs 10-K (2024-04-01)

Top changes in Agape ATP Corp's 2024 10-K

167 paragraphs added · 214 removed · 116 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

32 edited+12 added−32 removed37 unchanged
Biggest changeStockists of the Company are required to have physical stores, and enjoys the benefit of being able to store certain amount of inventory in their stores for convenience. The stockists shall account to the Company for all products sales from their store premises as monitored through the Company’s centralized stock tracking system.
Biggest changeInventory is transferred to the Company’s sales branches via ordering through the Company’s centralized stock tracking system. Stockists of the Company are required to have physical stores, and enjoys the benefit of being able to store certain amount of inventory in their stores for convenience.
As the contents and combination of the main ingredients in our ATP Zeta Health Program, BEAUNIQUE 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.
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. Agape Superior Living Sdn. Bhd. 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 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.
Our ATP Zeta Health Program is a health program designed to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians.
The ATP Zeta Health Program is a health program designed to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians.
Our 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.
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.
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. 16 Our Suppliers All of our products are acquired from related parties and unrelated third parties located in Malaysia, and rebranded by us.
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.
Other than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance system, (“EIS”) under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal rate at 0.2% of the employee’s wages under the scheme, subject to a maximum monthly wage rate of RM5,000.
Other than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance system, (“EIS”) under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal rate at 0.2% of the employee’s wages under the scheme, subject to a maximum monthly wage rate of RM6,000.
Malaysia, August 8, 2003 9,590,598 shares of ordinary share of RM1 each Health and wellness products and health solution advisory services via network marketing 99.99% 4. Agape S.E.A. Sdn. Bhd. Malaysia, March 4, 2004 2 shares of ordinary share of RM1 each VIE of Agape Superior Living Sdn. Bhd. VIE 5.
Malaysia, August 8, 2003 9,590,598 shares of ordinary share of RM1 each Health and wellness products and health solution advisory services via network marketing 99.99% 4. Agape S.E.A. Sdn. Bhd. Malaysia, March 4, 2004 2 shares of ordinary share of RM1 each VIE of Agape Superior Living Sdn. Bhd. VIE 5. Cedar ATPC Sdn. Bhd.
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. 15 Our Customers General We provide health and wellness products and advisory services to health-conscious customers in the Malaysian market.
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.
(“SEA”) (See Note 3), and DSY Wellness. 4 Details of the Company’s subsidiaries: Subsidiary company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. Agape ATP Corporation Labuan, March 6, 2017 100 shares of ordinary share of US$1 each Investment holding 100% 2.
(“SEA”) (See Note 4). 4 Details of the Company’s subsidiaries: Subsidiary company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. Agape ATP Corporation Labuan, March 6, 2017 100 shares of ordinary share of US$1 each Investment holding 100% 2.
Wellness ATP International Holdings Sdn, Bhd Malaysia, September 11, 2020 100 shares of ordinary share of RM1 each The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns 100% 6. DSY Wellness International Sdn Bhd.
(formerly known as Wellness ATP International Holdings Sdn. Bhd.) Malaysia, September 11, 2020 100 shares of ordinary share of RM1 each The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns 100% 6. DSY Wellness International Sdn Bhd.
(“ASL”), a company incorporated in Malaysia. . Agape ATP Corporation, 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. 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.
The following table sets forth the number of employees by function: Function Number of employees Senior Management 2 Business Development Department 2 Corporate Affairs Department 3 Finance Department 5 Human Resources Department 2 Operations Department 6 Technology Infrastructure Department 1 Total 21 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 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.
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 four series of products: ATP Zeta Health Program, ÉNERGÉTIQUE, BEAUNIQUE 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. We currently offer two series of products: ATP Zeta Health Program and E.A.T.S.
As the contents and combination of the main ingredients in our ATP Zeta Health Program and BEAUNIQUE 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.
We also intend to approach online social influencers as part of our marketing strategy to promote our products and our e-commerce platform. 17 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 and with 1 trademark pending registration in Malaysia.
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.
E-commerce system In order to facilitate our continued growth and to support distributor activities, we continually invest and upgrade our platforms. In 2019, we invested in an initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-commerce trading platform.
Historically, product returns have not been significant. E-commerce system In order to facilitate our continued growth and to support distributor activities, we continually invest and upgrade our platforms. In 2019, we invested in an initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-commerce trading platform.
Rates applicable to both the employee and employer are fixed at the maximum rate of RM24.75 and RM86.65 respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer’s responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM61.90 for the said wage band.
Rates applicable to both the employee and employer are fixed at the maximum rate of RM29.75 and RM104.15 respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer’s responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM74.40 for the said wage band.
Under this guarantee, within 90 days of purchase, any customer who is not satisfied with our product for any reason may return it or any unused portion of it to the distributor from whom it was purchased for a full refund from the Company or credit toward the purchase of another product. Historically, product returns have not been significant.
Warranty Our products include a customer satisfaction guarantee. Under this guarantee, within 90 days of purchase, any customer who is not satisfied with our product for any reason may return it or any unused portion of it to the distributor from whom it was purchased for a full refund from the Company or credit toward the purchase of another product.
Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee’s wages, amounts that ranges between RM0.10 to RM24.75 for monthly wages between RM30 to RM5,000. The employers’ contribution corresponds to the said rates are between RM0.4 to RM86.65.
Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee’s wages, amounts that ranges between RM0.10 to RM29.75 for monthly wages between RM30 to RM6,000. The employers’ contribution corresponds to the said rates are between RM0.4 to RM104.15.
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, 2023 56,462 72,191 128,653 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, 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 accompanying consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, WATP, ASL and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd.
The accompanying consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, CEDAR, ASL, DSY Wellness, AGE, ATPC Exim, ATPC Tech and its variable interest entity (“VIE”), Agape S.E.A. 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 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.
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, BEAUNIQUE, E.A.T.S series. Our ÉNERGÉTIQUE series is regulated under the Control of Drugs and Cosmetics Regulations 1984, the Ministry of Health, Malaysia.
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
On November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) 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.
(“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.
Jumpstart a fascinating life and regain youth and vitality with LIVO5, it’s packed with high-nutrient-density superfoods for optimal health. 14 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.
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.
On November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with Mr. Steve Yap, following which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
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.
The stockists shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold. Seasonality The Company’s business is generally not subject to any seasonality factors. Warranty Our products include a customer satisfaction guarantee.
The stockists shall account to the Company for all products sales from their store premises as monitored through the Company’s centralized stock tracking system. The stockists shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold. Seasonality The Company’s business is generally not subject to any seasonality factors.
We have also obtained the appropriate authorizations for distribution and sale of the products. Inventory The Company operates a central warehouse at its head office in Kuala Lumpur, Malaysia, which typically maintains an inventory reserve of up to 6 months per product. Inventory is transferred to the Company’s sales branches via ordering through the Company’s centralized stock tracking system.
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. Inventory The Company operates a central warehouse at its head office in Kuala Lumpur, Malaysia, which typically maintains an inventory reserve of up to 6 months per product.
The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry. Mr. Steve Yap readily owns 33 proprietary formulas for treating non-communicable disease which he has agreed to bring into the company for joint commercialization. Mr.
Steve Yap readily owns 33 proprietary formulas for treating non-communicable disease which he has agreed to bring into the company for joint commercialization. Mr. Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM” in Indonesia and China.
Malaysia, November 11, 2021 1,000 shares of ordinary share of RM1 each Provision of complementary health therapies 60% 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 We are a provider of health and wellness products and advisory services in the Malaysian market.
We have one applied to register an additional one trademarks in Malaysia. We are also the registered owner of five domain names, namely “agapeatpgroup.com”, “agapeatpcorporation.com”, “atpsummit.com”, “agapeatpgroup.my” and “agapeatpgroup.com.my.” Employees As at December 31, 2023, we had 21 employees (excluding our Directors).
We are also the registered owner of domain named “agapeatpgroup.com”. Employees As at December 31, 2024, we had 16 employees (excluding our Directors).
Removed
Our ÉNERGÉTIQUE series aims to provide a total dermal solution for healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid and Mousse Facial Cleanser.
Added
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.
Removed
Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions to address genetic variations and deliver a personalized nutrigenomic solution for every individual. The Easy and Tasty Series (“E.A.T.S”) is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.
Added
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.
Removed
Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM” in Indonesia and China. 6 Our Products We offer four series of products: (i) ATP Zeta Health Program, (ii) ÉNERGÉTIQUE, (iii) BEAUNIQUE and (iv) E.A.T.S.
Added
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”).
Removed
Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance the absorption at the cellular level. Our ÉNERGÉTIQUE product series is comprised of ÉNERGÉTIQUE Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser. The ÉNERGÉTIQUE Mask series is formulated with triple action natural ingredients and advanced technology.
Added
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.
Removed
The innovative combination of award-winning patented liposome encapsulating the customized fast acting patented essence, produces micro-particle liposome which, when combined with collagen peptide Tencel film, creates an effective formulation that benefits the skin at the cellular level. The ÉNERGÉTIQUE series aims to provide a total dermal solution for healthy skin beginning at the cellular level.
Added
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.
Removed
There are three types of face masks in the ÉNERGÉTIQUE Mask Series, each addressing a specific skin condition. They are: N°1 Med-Hydration, N°2 Med-Whitening and N°3 Med-Firming. Advanced genetic analysis and clinical trials conducted revealed the benefits and efficacy of the patented functional essence.
Added
Malaysia, November 11, 2021 1,000 shares of ordinary share of RM1 each Provision of complementary health therapies 60% 7. ATPC Green Energy Sdn. Bhd. (Formerly known as OIE ATPC Holdings (M) Sdn. Bhd.) Malaysia, March 14, 2024 1,000,000 shares of ordinary share of RM0.01 each Renewable energy 100% 8. OIE ATPC Exim (M) Sdn. Bhd.
Removed
The ÉNERGÉTIQUE Mask Series has clinically shown deep penetration of liposomal essence into deep skin layers within 5 minutes application, in order to deliver immediate, deep-reaching and long-lasting benefits of skin hydration, whitening, and firming. The ÉNERGÉTIQUE Hyaluronic Acid Serum is formulated with four functional hyaluronic acid and a unique peptide.
Added
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.
Removed
It is a scientifically advanced and intensive quintuple action serum designed to promote skin hydration, reparation and regeneration to enhance skin viscoelasticity for improved skin firmness. The ÉNERGÉTIQUE Mousse Facial Cleanser is formulated with the mildest surface-active agents available on the market.
Added
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.
Removed
It takes the form of a unique mousse like-foam that delivers a comfortable and soft feeling to the skin during and after use without compromising the moisturizing level and viscoelastic properties of the skin. Its PH-balanced formula is suitable for all skin types for an effortless cleansing routine.
Added
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 .
Removed
Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a personalized nutrigenomic solution for every individual.
Added
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieves energy efficiency and carbon neutrality for a healthier environment.
Removed
The E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living. 7 ATP Zeta Health Program The following is a list of our ATP Zeta Health Program products: ATP1s Survivor Select ATP1s Survivor Select contains various essential nutrients required by the human body to maintain the normal metabolism, which includes productions of biological energy (ATP).
Added
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.
Removed
Effective production of ATP enhances both physical as well as mental health, and helps the body to build up resistance to diseases. ATP3 Ionized Cal-Mag ATP3 Ionized Cal-Mag is a specialized calcium and magnesium minerals supplement that is designed to transform into ionic form completely before entering the body.
Added
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.
Removed
This is compatible to the cellular ion channel theory, that all cellular metabolisms are dependent on ionic transmission to achieve the highest absorption rate.
Removed
This product was tested for its nanoparticle by the National Measurement Institute of Australian Government, with proven content of nanosized calcium and magnesium that has better absorption and bio-availability. 8 ATP4 Omega Blend ATP4 Omega Blend is a proprietary oil blend that is rich in undamaged polyunsaturated essential fatty acid, which is fully extracted from plant-based ingredients.
Removed
It provides a bio-effective balance of both essential fatty acids, Omega 3 and Omega 6 which are the important structural components of cell membranes that cannot be synthesized by humans.
Removed
ATP5 BetaMaxx ATP5 BetaMaxx is derived from the cell wall of premium food-grade baker’s yeast and is a medical breakthrough result of more than 50 years of intensive research and studies by scientists and physicians.
Removed
This product combines the immunostimulatory properties of perfectly molecularly structured beta 1-3, 1-6-D-glucan with other immunomodulating compounds that work in perfect synergy to make ATP5 a unique and effective natural product.
Removed
It is a 100% natural immune enhancer, safe and does not cause any allergic reactions. 9 AGN-Vege Fruit Fiber AGN-Vege Fruit Fiber is the special nutrition-based formula for intestines and stomach. It consists of four most essential components for gastrointestinal health effects such as fiber, probiotic the “friendly bacteria”, prebiotic fructooligosaccharides (FOS) as well as digestive enzymes.
Removed
AGP1-Iron AGP1-Iron is the purest and most advanced Colloidal Iron that is sourced from the remains of an ancient rainforest which contains the most active plant-based element from nature.
Removed
The colloidal nanosized iron provides high zeta potential promotes better absorptivity and cellular iron uptake through the ion channel. 10 YFA-Young Formula YFA-Young Formula is a 100% natural unique formula, a combination of amino acid, vitamins, and minerals and is the best anti-aging and youthful maintenance supplement.
Removed
It stimulates the pituitary gland to release endocrine hormones such as human growth hormone (HGH) to stimulate synergies thus achieving the efficacy of anti-ageing through the promotion of cells vitality and strengthening of organ function. BEAUNIQUE Mito+ and Mitogize We discontinued ATP Regal Mitogize on October 1, 2019.
Removed
In its stead, an enhanced formula, the BEAUNIQUE Mito+ was introduced in November 2019.
Removed
As a strong antioxidant drink with great flavor and taste, the preeminence of BEAUNIQUE Mito+ is its ability to further protect and stimulate mitochondria (the membrane-bound organelles which produces energy for cells) in cellular energy (ATP) production with the added advantage of fewer total sugars and calories.
Removed
The new formula is comprised of 11 food groups, including potent mangosteen skin extract.
Removed
Backed by advanced scientific research and tested on 88 nutrigenomic profiles, the new formulation revealed enhanced antioxidant properties. 96.34% DPPH Radical Scavenging activity, an approximate 22% increase compared to Mitogize. 11 ÉNERGÉTIQUE The following is a list of our ÉNERGÉTIQUE products: ÉNERGÉTIQUE Hyaluronic Acid (HA) Serum Formulated with four functional hyaluronic acid and a unique peptide, this scientifically advanced and intensive quintuple action serum proven to deliver 5Rs dermal benefits.
Removed
Filled in an innovative yet convenient and hygienics syringe packaging, this HA serum also ensure consumer-perceivable benefits for every skin type. ÉNERGÉTIQUE Mousse Facial Cleanser Formulated with the mildest surface-active agents available on the market, this facial cleanser was designed to deliver a distinct A to E cleansing benefits to consumers.
Removed
The unique mousse like-foam delivers a comfortable and soft feeling of the skin during and after use without compromising the moisturizing level and viscoelastic properties of the skin. 12 BEAUNIQUE The Company’s BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver personalized nutrigenomic solutions for every individual.
Removed
Trim+ Trim+ is the first product launched under this series, which utilizes advanced technology to extract patented active ingredients in foods. Trim+ has been scientifically proven to be effective in inhibiting the activities of carbohydrates digestive enzymes, which results in a reduction of the breakdown and absorption of sugars. E.A.T.S The following is a list E.A.T.S product series.
Removed
Soy Protein Isolate Powder Made from natural high quality soy isolate protein, an ideal and complete protein source for diet. 13 Mix Soy Protein Isolate Powder With Black Sesame Made from natural high-quality soy isolate protein and pure natural black sesame seeds. It’s packed with protein and nutrients for your balanced diet.
Removed
Livo5 The unprecedented antioxidant combination of Cactus, LingZhi, Turmeric.
Removed
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 BEAUNIQUE series. Our ÉNERGÉTIQUE series is regulated under the Control of Drugs and Cosmetics Regulations 1984, the Ministry of Health, Malaysia.
Removed
We have also obtained the appropriate authorizations for distribution and sale of the products. 18

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+5 added−22 removed156 unchanged
Biggest changeOur 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.
Biggest changeOur 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.
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. 24 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. 17 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. 23 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. 16 Our historical growth rates may not be indicative of our future growth.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Australian Dollar, 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, including Malaysian Ringgit and the Hong Kong Dollar.
However, the Company no longer relied on the VIE after the fiscal year ended December 31, 2020. For the years ended December 31, 2023 and 2022, 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, 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.
Any of these changes could result in a material adverse effect on our business, financial conditions or results of operations. 19 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. 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.
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. 21 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. 14 We have taken measures and plan to continue to take measures to remedy these material weaknesses.
This may result in lower sales revenue, materially and adversely affecting our business, financial condition and results of operations. 22 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. 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.
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. 20 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. 13 We operate in a heavily regulated industry.
While the Company have not made any purchases from the VIE for the year ended December 31, 2023, 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, 2024, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business.
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. 30 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. 22 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We currently do not have long term supply agreements with our two largest suppliers for the year ended December 31, 2023, and we typically make ad hoc purchases through submission of purchase order forms.
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.
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. 27 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. 19 Our business is susceptible to food-borne illnesses.
We may also be ordered to pay a significant amount of damages, and our business, results of operations and financial condition could be materially and adversely affected. We may be unable to protect our intellectual property rights. We rely on intellectual property laws in Malaysia and other jurisdictions to protect our trademarks. We are the registered owner of two trademarks.
We may also be ordered to pay a significant amount of damages, and our business, results of operations and financial condition could be materially and adversely affected. We may be unable to protect our intellectual property rights. We rely on intellectual property laws in Malaysia and other jurisdictions to protect our trademarks.
In connection with the audit of our consolidated financial statements as of December 31, 2023, we identified three “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, 2024, we identified two “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 3.0% and 8.7% in December 31, 2023 and December 31, 2022 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 5.1 % and 3.0% in December 31, 2024 and December 31, 2023 respectively, according to the Department of Statistics Malaysia.
We launched our ATP Zeta Super Health Program business in June 2016, the same month in which our Company was incorporated, followed by our ENERGETIQUE”, “BEAUNIQUE” and “E.A.T.S.” series in July 2018, March 2019 and March 2023 respectively, and thus, we have a limited operating history.
We have a limited operating history in the Malaysia health and wellness industry, which makes it difficult to evaluate our future prospects. We launched our ATP Zeta Super Health Program business in June 2016, the same month in which our Company was incorporated, followed by our “ENERGETIQUE”, “BEAUNIQUE” and “E.A.T.S.” series in July 2018, March 2019 and March 2023 respectively.
GAAP or provide training and development opportunities for existing personnel to enhance their accounting knowledge and expertise and forming an internal audit function and have plans to hire internal auditors to strengthen our overall governance. All internal auditors will be independent of our operations and will report directly to the audit committee.
GAAP or provide training and development opportunities for existing personnel to enhance their accounting knowledge and expertise and forming an internal audit function and have plans to hire internal auditors to strengthen our overall governance.
Our total revenues decreased by approximately 22.9% from approximately $1.9 million for the year ended December 31, 2022 to approximately $1.4 million for the year ended December 31, 2023. Our gross profit decreased by approximately 21.3% from approximately $1.2 million for the year ended December 31, 2022 to approximately $0.9 million for the year ended December 31, 2023.
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.
We have recently applied to register an additional three trademarks in Malaysia. We cannot assure you that counterfeiting or imitation of our products will not occur in the future or, if it does occur, that we will be able to address the problem in a timely and effective manner.
We are the registered owner of five trademarks in Malaysia. We cannot assure that counterfeiting or imitation of our products will not occur in the future or, if it does occur, that we will be able to address the problem in a timely and effective manner.
Any expansion may increase the complexity of our operations and place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations.
We are continually executing a number of growth initiatives, strategies and operating plans designed to enhance our business. Any expansion may increase the complexity of our operations and place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations.
Economic conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in emerging markets. Furthermore, the outbreak of coronavirus disease 2019 was first reported in December 2019 in Wuhan, China.
Economic conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in emerging markets.
For the year ended December 31, 2023, we purchased $272,993 and $128,099 from two of our major suppliers, represented approximately 57.5% and 27.0% 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, 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.
We have limited experience in most aspects of our business operation, such as sourcing products for and offering advisory services on all the three programs.
Due to the poor response from distributors to “ENERGETIQUE” and “BEAUNIQUE” series, we decided to discontinue the two series in December 2022. We have limited experience in most aspects of our business operation, such as sourcing products for and offering advisory services on all the three programs.
In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders.
In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities.
There can be no assurance that we will realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives. We face risks related to health epidemics, severe weather conditions and other outbreaks. In recent years, there have been outbreaks of epidemics in various countries, including Malaysia.
There can be no assurance that we will realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives.
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.
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.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Removed
If we fail to continue our beneficiary ownership structure with Agape S.E.A. in the future, it could have a material adverse effect on our financial condition and results of operations. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Added
If hire full time internal auditors is not feasible, we plan to engage a consulting firm that specializes in compliance and internal controls as a temporary solution. All internal auditors will be independent of our operations and will report directly to the audit committee.
Removed
We are continually executing a number of growth initiatives, strategies and operating plans designed to enhance our business. In 2023, we added a new series of product, “E.A.T.S” to our existing revenue streams “ATP Zeta Health Program”, “ENERGETIQUE” and “BEAUNIQUE” series to align with our growth strategies.
Added
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.
Removed
We have a limited operating history in the Malaysia health and wellness industry, which makes it difficult to evaluate our future prospects.
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.
Removed
For example, in recent years, there have been outbreaks of epidemics in various countries, including Malaysia. Recently, there was an outbreak of a novel strain of coronavirus (COVID-19), which has spread rapidly to many parts of the world, including Malaysia. In March 2020, the World Health Organization (the “WHO”) declared the COVID-19 a pandemic.
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.
Removed
The epidemic has resulted in intermittent quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. On April 27, 2022, the Malaysian government announced the country had entered into the endemic phase with further easing of restrictions. In May 2023, the WHO declared an end to COVID-19 as a public health emergency of international concern.
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. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders.
Removed
However, COVID-19 still affects various parts of the world. Substantially all of our revenues are concentrated in Malaysia. Consequently, our previous results of operations were adversely affected as a result of the previous implementations of various orders (the “Orders”) imposed by the Malaysian government in response to COVID-19 prior to April 2022.
Removed
The impacts on the company as a result of the Orders included: ● temporary closure of offices and travel restrictions prevented the company and our distributors from organizing offline events, which in turn stalled our marketing effort; ● temporary suspension of product supplies to our distributors and members due supply chain disruption as our suppliers and logistics providers faced disruption and delay in their operation; and ● the COVID-19 outbreak has resulted in a decline in overall economic environment, which in turn lower the spending power of the consumer and consequently, the revenue of the company. 25 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.
Removed
Recently, there was an outbreak of a novel strain of coronavirus (COVID-19), which has spread rapidly to many parts of the world, including Malaysia. In March 2020, the WHO declared the COVID-19 a pandemic. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia for prolong periods.
Removed
On April 27, 2022 the Malaysian government announced the country had entered into the endemic phase with further easing of restrictions. In May 2023, the WHO declared an end to COVID-19 as a public health emergency of international concern. However, COVID-19 still affects various parts of the world. 26 Substantially all of our revenues are concentrated in Malaysia.
Removed
Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general.
Removed
Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control.
Removed
Potential impacts include, but are not limited to, the following: ● temporary closure of offices, travel restrictions, financial impact of our customers or suspension supplies may negatively affect, and could continue to negatively affect, the demand for our products; ● our customer may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts.
Removed
We may have to provide significant sales incentives to our sole customer during the outbreak, which may in turn materially adversely affect our financial condition and operating results; ● any disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may also lead to loss of our customers; and ● the global stock markets have experienced, and may continue to experience, significant decline from the COVID-19 outbreak and the marketable securities that we have invested in could be materially adversely affected, which may lead to significant impairment in the fair values of our investments and in turn materially adversely affect our financial condition and operating results.
Removed
Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. 28 Furthermore, on March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic.
Removed
To help counter the transmission of COVID-19, from March 18, 2020 to April 26, 2022, the government of Malaysia initiated (i) Movement control orders (“MCO”).
Removed
The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia; (ii) Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia; (iii) Recovery Movement Control Order (“RMCO”).
Removed
At the height of the pandemic, on January 12, 2021, the Malaysian government even declared a state of emergency nationwide to combat COVID-19. On April 27, 2022, the Malaysian government announced the country had entered into the endemic phase with further easing of restrictions.
Removed
As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability.
Removed
This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company. We are subject to foreign exchange control policies in Malaysia.
Removed
As of December 2023, Malaysia ranks #28 in the list of countries with the highest COVID-19 cases as recorded under the coronavirus statistics of the “worldometer”. Total COVID-19 cases in Malaysia hit approximately 5.2 million and associated fatality of 37,293. These figures are huge relative to the small size economy of the country.
Removed
We are witnessing the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold as a direct result of the prolonged pandemic. 29 Risks Related to our Common Stock Volatility in our shares price may subject us to securities litigation.
Removed
We are authorized to issue an aggregate of 1,000,000,000 shares of common stock and 200,000,000 shares of preferred stock.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. PROPERTIES We currently lease 6 properties ranging from approximately 2,500 to 11,900 square feet in Kuala Lumpur, Johor Bahru 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 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−1 removed0 unchanged
Biggest changeThere are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us.
MINE SAFETY DISCLOSURES Not applicable. 31 PART II
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 PART II
Removed
ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosure 31 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 Item 6. Selected Financial Data 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42 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 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+6 added−3 removed1 unchanged
Biggest changeHolders As of December 31, 2023, we had 76,966,712 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 1,359 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.
Biggest changeThere 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.
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.
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.
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company successfully completed its uplisting from OTC Pink to Nasdaq Capital Market on October 11, 2023, and has since assumed the new stock symbol of ATPC.
Added
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.
Removed
There were 1,650,000 number of new shares offered for sale at $4.00 per share at this Public Offering. Pursuant to the Underwriter’s Warrant Agreement, the Company issued warrant to purchase 115,500 shares of Company’s common stock to the Underwriter at an exercise price of $4.40 per share, exercisable from October 13, 2023 to October 10, 2028.
Added
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.
Removed
Purchases of Equity Securities by the Registrant and Affiliated Purchasers The Company repurchased 135,300 shares of our common stock at an average price $0.69 per share during the year ended December 31, 2023.
Added
In addition, by reducing the number of outstanding shares, the Company’s loss per share in all prior periods increased by a factor of 20. The Reverse Stock Split affected all shares of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split.
Added
Stockholders who hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 20 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 Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership interest.
Added
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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

2 edited+0 added−0 removed0 unchanged
Biggest changeYears Ended December 31, 2023 2022 Revenue $ 1,431,088 $ 1,856,564 Net loss attributable to Agape ATP Corporation $ (2,101,985 ) $ (1,686,899 ) Loss per share – basic and diluted $ (0.03 ) $ (0.02 ) As of December 31, 2023 2022 Total assets $ 5,744,494 $ 2,791,749 Total liabilities $ 1,363,631 $ 1,229,295 32
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
ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial data as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022. 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, 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 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

47 edited+28 added−40 removed30 unchanged
Biggest changeThe following summarizes the key components of our cash flows for the years ended December 31, 2023 and 2022: For the years ended December 31, 2023 2022 Net cash used in operating activities $ (2,001,823 ) $ (811,683 ) Net cash used in investing activities (17,251 ) (32,119 ) Net cash (used in) / provided by financing activities 5,398,037 (234,466 ) Effect of exchange rate on cash and cash equivalents 15,067 (81,150 ) Net change in cash and cash equivalents $ 3,394,030 $ (1,159,418 ) 37 Operating activities 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.
Biggest changeNet 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.
Investing activities 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.
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.
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.
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.
Following are the methods and assumptions used in determining our estimates. 38 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. 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.
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, 2023 and December 31, 2022, 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, 2024 and December 31, 2023, no impairment of long-lived assets was recognized.
Off-Balance Sheet Arrangements As of December 31, 2023, 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, 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.
Sales of Health and Wellness products - Performance obligations satisfied at a point in time The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods.
Sales of Skin Care, Health and Wellness products - Performance obligations satisfied at a point in time The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the skin care, health and wellness products are transferred to its customer at the Company’s office or shipment of the goods.
The ASU requires the use of a five-step model to recognize revenue from customer contracts.
The ASU requires the use of a new five-step model to recognize revenue from customer contracts.
Provision of Health and Wellness services - Performance obligations satisfied at a point in time The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations.
Provision of Health and Wellness services - Performance obligations satisfied at a point in time The Company carries out its Wellness program, where the Company’s products are bundled with health screening test. The health screening test is considered as separate performance obligations.
Via ASL, the Company offers four series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE. 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.
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.
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 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.
Financing activities 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.
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.
However, the increased revenue of approximately $0.2 million from sales of these new products was less than the significant decrease of revenue related to the sales of existing products related to network marketing business.
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.
For the years ended December 31, 2023 and 2022, the Company recognize an inventory write-downs of $0 and $5,307, respectively.
For the years ended December 31, 2024 and 2023, the Company recognize an inventory write-downs of $7,081 and $0, respectively.
Gross Profit Gross profit for the year ended December 31, 2023 amounted to $936,572, represented a gross margin of approximately 65.4%, as compared to $1,190,522 for the year ended December 31, 2022, which was equivalent to a gross margin of approximately 64.1%.
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%.
During the year ended December 31, 2023, our operations in Malaysia incurred income taxes expenses as a result of provision assessment made by local tax authority for prior year tax obligations as compared to overprovision in taxes for year ended December 31, 2022.
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.
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.
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.
To further its reach in the Health and Wellness Industry, on November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
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 .
Upon uplisted in Nasdaq capital market, the Company appointed one executive director and three independent directors, which also led the increase of executive salaries for the year ended December 31, 2023 compared to previous year. 35 Other Income (Expenses) For the year ended December 31, 2023, we recorded an amount of $40,219 as other income, net as compared to $136,868 other expenses, net for the year ended December 31, 2022, representing a significant change of $177,086.
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 E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living. 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 WATP. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.
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.
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.
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”.
The Company had a 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 as compared to net loss of $1,666,079 for the year ended December 31, 2022 and accumulated deficits of $4,945,586 as of December 31, 2022.
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 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.
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”.
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. In March 2023, the FASB issued ASU No. 2023-01 “Leases (Topic 842) Common Control Arrangements”.
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 Company analyze the test report, provides consultations to the customers, bundle it with the Company’s products and services depending on the customer’s needs. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation section in person.
The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation session in person.
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. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements.
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 revenue increase in provision of complementary health therapies business was due to after COVID-19 pandemic, 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, 2023 compared with previous year, also led the increase of related products sold.
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 gross profit margin related to our network marketing business was approximately 84.1% and 67.4% for the years ended December 31, 2023 and 2022, respectively; the gross profit margin related to our provision of complementary heath therapies business was approximately 58.5% and 59.1%, respectively.
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.
Commission expenses Commission expenses were $88,132 and $405,351 for the years ended December 31, 2023 and 2022, respectively, representing a significant decrease of $317,219, or approximately 78.3%. The significant decrease in commission expenses was due to the decrease in revenue from the Company’s network marketing business.
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%.
The ASU No. 2023-06 is not expected to have a significant impact on our consolidated financial statements. 41 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 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.
The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp.
The promises to deliver the health screening test report is separately identifiable, which is evidenced by the fact that the Company provides separate services of delivering the health screening test report. The Company based on the health screening test contracts with customers, establishes the selling price for the health screening test and place order to the health screening center.
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 ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level.
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.
Net cash used in investing activities for the year ended December 31, 2022 was $32,119, the amount entirely for the purchase of equipment and intangible assets.
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.
In addition to that, there was no inventory write-downs during the year ended December 31, 2023, whereas inventory write-downs of $5,307 were recorded for the year ended December 31, 2022. Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.
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.
We did not offer as many categories of the health products in our network marketing business during fiscal year 2023 which we had during prior years as a strategical shifting of our business focus to development of new health products for both networking marketing business as well as complementary health therapies business.
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.
General and administrative expenses (“G&A expenses”) G&A expenses for the year ended December 31, 2023 amounted to $2,366,016, as compared to $1,957,023 for the year ended December 31, 2022, representing an increase of $408,993, or approximately 20.9%. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and provision for credit losses.
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%.
Results of Operation For the years ended December 31, 2023 and 2022 Revenue We generated revenue of $1,431,088, which mainly comprised of revenue from the Company’s network marketing business of $396,122 (approximately 27.7%); and revenue from the Company’s operations in the provision of complementary health therapies of $1,033,221 (approximately 72.2%) for the year ended December 31, 2023 as compared to $1,137,763 (approximately 61.3%), which the amount was mainly attributed to revenue from the Company’s network marketing business, and $715,333 (approximately 38.5%) from the Company’s operations in the provision of complementary health therapies for the year ended December 31, 2022.
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. 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.
Net Loss We incurred a net loss of $2,109,935 for the year ended December 31, 2023, as compared to $1,666,079 for the year ended December 31, 2022, an increase of $443,856, or approximately 26.6%, predominately due to reasons as discussed above.
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.
Operating Expenses Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses. Selling expenses Selling expenses for the year ended December 31, 2023 amounted to $629,003 as compared to $361,414 for the year ended December 31, 2022, a significant increase of $267,589, or approximately 74.0%.
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.
The net other expenses of $136,868 incurred during the year ended December 31, 2022 comprised of other expense, net of $79,539, interest income of $16,190, unrealized holding loss on marketable securities of $73,519.
The net other income of $92,233 incurred during the year ended December 31, 2024 comprised of other income, net of $29,209, interest income of $67,930, unrealized holding loss on marketable securities of $5,018, gain on disposal of property and equipment of $112.
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. 39 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. 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).
The Company based on the health screening test contracts with customers, establishes the selling price for the health screening test and place order to the health screening center. The Company obtains control of the test report before they are delivered to the customers.
The Company obtains control of the test report before they are delivered to the customers. The Company analyze the test report, provides consultations to the customers, bundle it with the Company’s products and services depending on the customer’s needs.
The net cash used in operating activities was mainly offset by the non-cash depreciation and amortization expense of $73,876, amortization of operating right-of-use assets of $144,064, the unrealized holding loss on marketable securities of $73,519, inventory write-downs of $5,307, the decrease in inventories of $343,483, the refund in prepaid taxes of $263,404, the decrease in prepayments and deposits of $89,113, the increase in accounts payable (including related parties) of $41,422, increase in customer deposits of $94,877 and increase in income tax payables of $6,974.
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 Company’s selling expenses typically comprise salaries and benefits expenses, credit card processing fees and promotional expenses.
The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and provision for credit losses.
The marginally increase in gross profit margin in year ended December 31, 2023 was mainly due to the same reason as explained in the above.
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.
Total revenue for the year ended December 31, 2023 decreased by $425,476, or approximately 22.9% from the year ended December 31, 2022. Revenue from the Company’s network marketing business decreased significantly by $741,641, or approximately 65.2%, whereas the revenue from the provision of complementary health therapies increased by $317,888, or approximately 44.4%.
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.
The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. 40 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. 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.
Removed
Overview Agape ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016. Agape ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan, Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia.
Added
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieves energy efficiency and carbon neutrality for a healthier environment.
Removed
Agape ATP Corporation, 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.
Added
Total revenue for the year ended December 31, 2024 decreased by $108,341, or approximately 7.6% from the year ended December 31, 2023.
Removed
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. Agape Superior Living Sdn. Bhd. is a limited company incorporated on August 8, 2003, under the laws of Malaysia.
Added
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.
Removed
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.
Added
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.
Removed
On November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies. 33 The Company and its subsidiaries are principally engaged in the Health and Wellness Industry.
Added
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.
Removed
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.
Added
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.
Removed
The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser. The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.
Added
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.
Removed
Existed distributors therefore may seek alternative companies in the market with a more extensive product range than the Company could offer to fulfill the needs of ultimate customers. During the year ended December 31, 2023, we launched a few new products in the market.
Added
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.
Removed
Health and wellness service revenue from our provision of complementary health therapies business increased approximately $0.1 million and product sales revenue from our provision of complementary health therapies business increased by approximately $0.2 million compared with previous year. 34 Cost of Revenue Cost of revenue for the year ended December 31, 2023 amounted to $494,516 (approximately 34.6% of revenue) as compared to $666,042 (approximately 35.9% of revenue) for the year ended December 31, 2022, representing a decrease of $171,526, or approximately 25.8%.
Added
Credit losses are determined by Current Estimate of Expected Credit Losses model in accordance with Topic 326 – Financial Instruments – Credit Losses.
Removed
The fluctuation in cost of revenue was in the same trend as decrease in revenue. Significant decreased product sales revenue in network marketing business led the decreased cost of products sold.
Added
For accounts receivable, the Company considers the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.
Removed
The proportional decrease in cost of revenue was more than the of the proportional decrease in revenue for year ended December 31, 2023 was due to that the products sold in its network marketing business during the year were mainly the existing slow moving products developed in prior years with very high gross profit margin.
Added
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.
Removed
Although the gross profit margin related to our network marketing business was approximately 84.1% for the year ended December 31, 2023, increased from previous year, the related revenue only accounted approximately 27.7% of the total revenue for the year, decreased from approximately 61.3% for previous year. The gross profit margin for both years therefore stayed at the similar level.
Added
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.
Removed
The significant increase in selling expenses was predominantly due to significant increase of promotional expenses which included the travelling expenses incurred for Nasdaq uplisting bell ringing ceremony as an incentive to the Company’s distributors and members for their contribution to the Company’s networking marketing business for the past years.
Added
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.
Removed
The proportional decrease in commission expenses was more than the decrease in revenue was due to our multi-tiers compensation plan structure. Distributors earn commissions not only with a fixed percentage on their own sales but also depending on the sales of the new recruiting distributors as well as other factors.
Added
The allowance for coupon redemption is regularly reviewed and adjusted as more information becomes available to ensure that it reflects the expected redemption accurately.
Removed
Distributors who reach certain levels of achievement may qualify for additional commissions. The revenue generated in the year ended December 31, 2023 were more on distributors’ own sales, not much of recruiting new distributors and the distributors did not qualify for the additional commissions due to the decrease in revenue.
Added
Assumptions used in the valuation of the derivative financial instruments The Company issued Representative’s Warrants to purchase up to 115,500 shares of common stock at $4.4 per share, dated October 13, 2023, to Network 1 Financial Securities, Inc.
Removed
The salaries increased due to the Company’s operations in the provision of complementary health therapies are growing, the Company increase the employee workforce to support the growth in this division. The Company increased the director salary of this division as a reward to recognize the performance in developing such business line during the current year.
Added
The warrants shall be exercisable at any time, and from time to time, in whole or in part, commencing from October 13, 2023 (i.e. the date of issuance) and expiring on October 10, 2028. The Company used Black-Scholes-Merton Model to estimate the fair value of the Warrants and recognized as equity.
Removed
The significant change was mainly due to unrealized holding gain on marketable securities recorded during the year compared to that of unrealized holding loss for the previous year as a result of market price changes during the year of those investments held by the Company.

… 35 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed4 unchanged
Biggest changeThe 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. 42
Biggest changeThe 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

Other ATPC 10-K year-over-year comparisons