8-K - ATPC - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): May 12, 2020

AGAPEATP CORPORATION

(Exactname of Registrant as specified in its charter)

Nevada	36-4838886
(State or other jurisdiction<br><br> <br>of incorporation)	(IRS Employer<br><br> <br>Identification No.)

1705– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,

TamanDesa, Kuala Lumpur, Malaysia (Postal Code: 58100).

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code

+(60)192230099

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	AATP	OTC Markets – Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01.	Entry Into a Material Definitive Agreement .

The disclosures in Item 2.01 below relating to the entry into the Share Exchange Agreement (as defined below) in connection with the acquisition of Agape Superior Living Sdn. Bhd. are incorporated by reference into this Item 1.01.

Item 2.01.	Completion of Acquisition or Disposition of Assets .

On May 8, 2020, Agape ATP Corporation (the “Company”) entered into a Share Exchange Agreement (the “ShareExchange Agreement”) with Mr. How Kok Choong (the “Vendor”), our Chief Executive Officer, President, Secretary, Treasurer and Director, pursuant to which the Company has agreed to acquire approximately 99.99% of the issued share capital of Agape Superior Living Sdn. Bhd. (“ASL”). At the closing, ASL will be a direct owned subsidiary conducting our principal business activities.

In accordance with the share exchange agreement (the “Share Exchange Agreement”), the Vendor will receive an aggregate consideration of $1,714,003, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the Consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from the Vendor; and (ii) allotment and issue of the common stock of the Company. The Company shall allot and issue 162,694 shares of the Company’s common stock, par value $0.0001 (the “Shares”), representing approximately 0.0432% of the total issued and outstanding shares in the Company after the issuance of the Shares, which was valued at $1,057,508 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.

The Share Exchange Agreement is disclosed in Exhibit 10.1 of the Current Report on Form 8-K by reference.

Item 3.02	Unregistered Sales of Equity Securities .

The Shares will be issued pursuant to the Share Exchange Agreement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S promulgated by the U.S. Securities and Exchange Commission (the “SEC”). None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

Item 9.01.	Consolidated Financial Statements and Exhibits .
(a)	Consolidated<br> Financial Statements of Businesses Acquired.
---	---

The audited consolidated financial statements of Agape Superior Living Sdn. Bhd. Required to be filed pursuant to Item 9.01(a) is incorporated herein by reference to Exhibit 99.1.

(b)	Pro<br> Forma Financial Information.

The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is incorporated herein by reference to Exhibit 99.2.

(d)	Exhibits.
Exhibit No.	Description	Method of Filing
---	---	---
10.1	Share<br> Exchange Agreement in respect of approximately 99.99% of the issued share capital of Agape Superior Living Sdn. Bhd.,<br> dated May 8, 2020	Filed<br> Electronically
99.1	Agape<br> Superior Living Sdn. Bhd. Consolidated Financial Statements Years Ended December 31, 2019 and 2018 and Report of Independent<br> Registered Public Accounting Firm	Filed<br> Electronically
99.2	Agape ATP Corporation Unaudited Pro Forma Financial Statements	Furnished<br> Electronically

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> May 12, 2020	AGAPE ATP CORPORATION
	By	/s/ How Kok Choong
		How<br> Kok Choong
		Chief Executive Officer, President, Secretary, Treasurer, Director

Exhibit 10.1

Dated the 8th day of May 2020

HOWKOK CHOONG

AND

AGAPEATP Corporation

<br><br> <br>SHARE EXCHANGE AGREEMENT<br><br> <br>in<br> respect of approximately 99.99% of the issued share capital of<br><br> <br>AGAPE SUPERIOR LIVING SDN. BHD.<br><br> <br>

TABLEOF CONTENTS

Clause	Headings	Page
1.	DEFINITIONS AND<br> INTERPRETATION	2
2.	SALE AND PURCHASE<br> OF SALE SHARE	4
3.	CONSIDERATION	5
4.	CONDITIONS PRECEDENT	5
5.	COMPLETION	6
6.	REPRESENTATIONS<br> AND WARRANTIES	7
7.	FURTHER ASSURANCE	8
8.	RESTRICTIONS<br> ON COMMUNICATION AND ANNOUNCEMENTS	9
9.	PARTIAL INVALIDITY	9
10.	COSTS AND EXPENSES	9
11.	ASSIGNMENT	9
12.	CONTINUING EFFECT<br> OF AGREEMENT	9
13.	GENERAL	10
14.	NOTICES	10
15.	COUNTERPARTS	11
16.	LAW AND JURISDICTION	11
SCHEDULE 1 PARTICULARS OF THE COMPANY		13
SCHEDULE 2 VENDOR WARRANTIES		14
SCHEDULE 3 PURCHASER WARRANTIES		23

THISAGREEMENT is made on the 8th day of May 2020

BETWEEN

(1)	How Kok Choong, with Malaysia identity card number 6312****** whose address is situated 260 Jalan Impian Gemilang, Saujana<br> Impian, 43000 Kajang, Selangor Darul Ehsan, Malaysia (“Mr. How”) (the “Vendor**”); and
(2)	Agape ATP Corporation, a company incorporated in Nevada, United States, whose<br> registered office is situated at 1645 Village Center Circle, Suite 170, Las Vegas, Nevada, United States, 89134 (the “Purchaser”).

WHEREAS:

(A)	As<br> at the date of this Agreement, the Company (particulars of which are set out in Schedule 1) has an issued share capital of<br> 9,590,598 issued and fully paid shares. The Company is owned as to approximately 99.99% by the Vendor.
(B)	As<br> at the date of this Agreement, the Purchaser is a company whose shares are listed and traded on the OTC Market.
(C)	The<br> Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Share upon the terms and conditions set out<br> in this Agreement.
(D)	Upon<br> Completion, the Company will be owned as to approximately 99.99% by the Purchaser.

NOWIT IS HEREBY AGREED as follows:

1.	DEFINITIONS<br> AND INTERPRETATION
1.1	In<br> this Agreement (including the Recitals and the Schedules), the following expressions shall, unless the context otherwise requires,<br> have the following meanings:
---	---
“Agreement”	this<br>share exchange agreement (including its Recitals and Schedules), as may be amended or supplemented from time to time;
---	---
“businessday”	a<br>day (other than Saturday) on which banks are open in Malaysia for general banking business;
“Company”	Agape<br>Superior Living Sdn. Bhd., a company incorporated in Malaysia with limited liability, particulars of which are set out in Schedule<br>1;
“Completion”	completion<br>of the sale and purchase of the Sale Share pursuant to Clause 5;
“CompletionDate”	three<br>(3) business days following the date on which all the Conditions Precedent are fulfilled or waived (as the case may be);
“ConditionsPrecedent”	the<br>conditions precedent set out in Clause 4;

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| --- | | “Consideration” | has the meaning ascribed to it in Clause 3.1; | | --- | --- | | “ConsiderationShares” | has the meaning ascribed to it in Clause 3.2; | | “Encumbrance” | any option, right to acquire, right of pre-emption, mortgage, charge, pledge, lien, hypothecation, title retention, right of set off, counterclaim, trust arrangement or other security or any equity or restriction; | | “HKIAC” | Hong Kong International Arbitration Centre; | | “HongKong” | the Hong Kong Special Administrative Region of the PRC; | | “LongStop Date” | December 31, 2020 or such later date as may be agreed between the Vendor and the Purchaser; | | “Malaysia” | Malaysia; | | “MYR” | Ringgit, the lawful currency of Malaysia; | | “ManagementAccounts” | the unaudited management accounts of the Company comprising the income statement for such period up to the Management Accounts Date and the balance sheet as at the Management Accounts Date; | | “ManagementAccounts Date” | March 31, 2020; | | “OTCMarket” | The OTC Market – Pink Sheets, an over-the-counter market provided and operated by the OTC Markets Group in the USA; | | “Parties” | parties to this Agreement and a “Party” means any one of them; | | “PurchaserWarranties” | the representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule 3; | | “Sale Share” | 9,590,596 shares in the share capital of the Company, representing approximately 99.99% of its issued share capital as at the date of this Agreement; | | “Taxation” | all forms of tax, rate, levy, duty, charge, impost, fee, deduction or withholding of any nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing or other authority in any part of the world and includes any interest, additional tax, penalty or other charge payable or claimed in respect thereof; | | “USA” | the United States of America; | | “US$” | United States dollars, the lawful currency of the USA; | | “VendorWarranties” | the representations, warranties and undertakings made by the Vendor and contained in Clause 6 and Schedule 2; | | “Warranties” | the Vendor Warranties and the Purchaser Warranties; and | | “%” | per cent. |

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| --- | | 1.2 | In this Agreement: | | --- | --- | | (a) | references to costs, charges, remuneration or expenses shall include any value added tax, turnover tax or similar tax charged in respect thereof; | | --- | --- | | (b) | references to any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of any jurisdiction other than Malaysia, references to such action, remedy or method of judicial proceedings for the enforcement of rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto; | | (c) | words denoting the singular number only shall include the plural number also and vice versa; | | (d) | words denoting one gender only shall include the other genders and the neuter and vice versa; | | (e) | words denoting persons only shall include firms and corporations and vice versa; | | (f) | references to any provision of any statute shall be deemed also to refer to any modification or re-enactment thereof or any instrument, order or regulation made thereunder or under such modification or re-enactment; and | | (g) | references to any document in the agreed form is to such document which has been initialed by the parties for identification. | | 1.3 | Headings shall be ignored in construing this Agreement. | | --- | --- | | 1.4 | The Recital and the Schedules are part of this Agreement and shall have effect accordingly. | | 2. | SALE AND PURCHASE OF SALE SHARE | | --- | --- |

Subject to the terms and conditions of this Agreement, the Vendor, as legal and beneficial owner, shall sell the Sale Share to the Purchaser and the Purchaser shall purchase the same from the Vendor free from all Encumbrances and third party rights of any kind and together with all rights now or hereafter attaching thereto including the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.

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| --- | | 3. | CONSIDERATION | | --- | --- | | 3.1 | The aggregate consideration (the “Consideration”) of the Sale Share to be paid by the Purchaser to the Vendor is MYR7,429,346 (equivalent to US$1,714,003 adopting the exchange rate of US$1.00 = MYR4.3345),which was determined based on the net asset carrying value of the Company as at March 31, 2020 and shall be satisfied by:- | | --- | --- | | (a) | the offset of the Consideration whereby the Purchaser has a loan receivable of MYR2,845,578 (equivalent to US$656,495) as of March 31, 2020 due from the Vendor; | | --- | --- | | (b) | the allotment and issue of the Consideration Shares (hereinafter defined) by the Purchaser on the Completion Date; | | 3.2 | The Purchaser shall allot and issue 162,694 shares (the “Consideration Shares”) with a par value US$0.0001 to Mr. How (or his nominee(s)), representing approximately 0.0432% of the total issued and outstanding shares in the Purchaser after the issuance of the Consideration Shares which was valued at US$1,057,508 based on the closing price US$6.50 of the Purchaser as quoted on the OTC Market on March 31, 2020. | | --- | --- | | 4. | CONDITIONS PRECEDENT | | --- | --- | | 4.1 | Completion shall be conditional upon the fulfillment of the following Conditions Precedent: | | (a) | save and except as disclosed by the Vendor, all Vendor Warranties being true, accurate and not misleading at all material aspects at all times between the date hereof and the Completion Date (as though they had been made on such dates by reference to the facts and circumstances then subsisting); | | --- | --- | | (b) | there having been no material adverse change, or any development likely to involve a prospective material adverse change, in the condition (financial, operational or otherwise) or in the earnings, business affairs or business prospects, assets or liabilities of the Company, whether or not arising in the ordinary course of business since the date of this Agreement; | | (c) | save and except as disclosed by the Vendor, all loans or amounts due by the Company to its shareholder, director or any other third party creditors having been fully waived or settled, save for the liabilities incurred in the ordinary course of business after the date of this Agreement and before Completion; | | (d) | The OTC Market having completed the review of this Agreement and having granted the approval and the permission to deal in, the Consideration Shares, if required under OTC Market continued listing rules and regulations; and | | (e) | all necessary consents, approvals, permits and/or authorizations in respect of the transactions contemplated under this Agreement having been obtained. | | 4.2 | Any or all Conditions Precedent may be waived by the Parties by written consent. | | --- | --- | | 4.3 | Each Party undertakes to the other Party to use its best endeavors to ensure that the Conditions Precedent in Clause 4.1 are fulfilled as early as practicable and in any event not later than the Long Stop Date. | | 4.4 | Each Party undertakes to provide all reasonable assistance to the other Party to fulfill the Conditions Precedent in Clause 4.1 in accordance with Clause 4.3. | | 4.5 | If the Conditions Precedent have not been fulfilled or waived (as the case may be) on or before the Long Stop Date, this Agreement will lapse and become null and void and the Parties will be released from all obligations hereunder, save for liabilities for any antecedent breaches hereof. |

| 5 |

| --- | | 5. | COMPLETION | | --- | --- | | 5.1 | Completion shall take place at Lots 1705-1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur Malaysia on or before 5 p.m. on the Completion Date (or at such other place, on such other time and/or day as the Parties may agree). | | 5.2 | At Completion, the Vendor shall: | | (a) | deliver or cause to be delivered to the Purchaser and/or its nominee: | | --- | --- | | (i) | evidence reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 (which are applicable to the Vendor) of this Agreement have been fulfilled; | | --- | --- | | (ii) | the instrument(s) of transfer and the bought and sold notes of the Sale Share duly executed by the Vendor as registered holders thereof in favour of the Purchaser together with the related share certificate(s); | | (iii) | (1) | all statutory records and minute books (which shall be duly written up to date as at Completion) and accounting records including certificate of incorporation and business registration certificates, business licence, governmental approval letters and certificates (if any), common seal, authorized chops, share certificate books and other statutory records of the Company; | | --- | --- | --- | | | (2) | all tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or before the Completion Date); | | | (3) | copies of all correspondence, if any, with its lawyers, accountants, tax or revenue departments, all other documents and correspondence, if any, relating to the business affairs of the Company; and all title deeds, evidence of ownership and documents relating to assets owned by the Company; |

provided that the above shall be deemed to have been delivered if they are located at the registered office or principal place of business of the Company;

(iv)	such<br> other documents as may be reasonably required by the Purchaser to, among other things, give good title to the Sale Shares<br> free from all Encumbrances and third party rights of any kind and to enable the Purchaser or its nominees to become the registered<br> holder thereof; and
(v)	a<br> certified true copy of the resolutions of the sole director of the Company approving the matters set out in Clause 5.2(b);

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| --- | | (b) | procure that the following businesses shall be approved in the sole director’s resolutions of the Company: | | --- | --- | | (i) | the director of the Company shall approve the transfer of the Sale Share and the Purchaser or its nominee shall be duly registered as the holder of the Sale Share in the register of members of the Company; | | --- | --- | | (iii) | the director of the Company shall resolve that the share certificate in respect of the Sale Share be duly issued and delivered to the Purchaser and/or its nominee; and | | (iv) | the director of the Company shall approve the director to do all such acts and things and to sign any documents reasonably required to give effect to the transaction as contemplated under this Agreement; | | 5.3 | At Completion, against compliance with the provisions of Clause 5.2, the Purchaser shall deliver or cause to be delivered to the Vendor: | | --- | --- | | (a) | a certified copy of the resolutions passed by the board of directors of the Purchaser approving the execution and performance of this Agreement; | | --- | --- | | (b) | evidence reasonably satisfactory to the Vendor that the Conditions Precedent in Clause 4.1 (which are applicable to the Purchaser) of this Agreement have been fulfilled; | | (c) | the instrument(s) of transfer and the bought and sold notes of the Sale Share duly executed by the Purchaser or its nominee; | | (d) | the share certificates and other documents as may be reasonably required to give good title to the Consideration Shares free from all Encumbrances and third party rights of any kind and to enable the Vendor or his respective nominee(s) to become the registered holders thereof; | | (e) | such other documents as may be reasonably required by the Vendor to, among other things, give good title to the Purchaser’s shares, free from all Encumbrances and third party rights of any kind and to enable the Vendor or his nominee(s) to become the registered holder thereof; | | 6. | REPRESENTATIONS AND WARRANTIES | | --- | --- | | 6.1 | The Purchaser hereby represents, warrants and undertakes to the Vendor in the terms set out in this Clause 6 and Schedule 3 subject to the matters disclosed or provided in this Agreement. | | 6.2 | The Vendor hereby represents, warrants and undertakes to the Purchaser in the terms set out in this Clause 6 and Schedule 2 subject to the matters disclosed or provided in this Agreement. | | 6.3 | The Purchaser shall be deemed to have given all the Purchaser Warranties on the basis that such Purchaser Warranties will at all times from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects and such Purchaser Warranties shall have effect as if given at Completion as well as the date of this Agreement. |

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| --- | | 6.4 | The Vendor shall be deemed to have given all the Vendor Warranties on the basis that such Vendor Warranties will at all times from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects and such Vendor Warranties shall have effect as if given at Completion as well as the date of this Agreement. | | --- | --- | | 6.5 | The Vendor agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Vendor Warranties. | | 6.6 | The Purchaser agrees and acknowledges that the Vendor is entering into this Agreement in reliance on the Purchaser Warranties. | | 6.7 | None of the Warranties shall be limited or restricted by reference to or inference from the terms of any other Warranties or any other term of this Agreement. | | 6.8 | If any Party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms or Warranties set out in this Agreement in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting Party (including but not limited to the right to damages for any loss suffered by that Party), any non-defaulting Party may by notice either require the defaulting Party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting Party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting Party as having repudiated this Agreement and rescind the same. The rights conferred upon the respective Parties by the provisions of this Clause 6 are additional to and do not prejudice any other rights the respective Parties may have. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. | | 6.9 | The Vendor undertakes to indemnify and keep fully indemnified the Purchaser against, and hold the Purchaser harmless immediately upon demand in respect of, any and all claims that the Purchaser may suffer or face as a result of or in connection with (a) any inaccuracy of any of the Vendor Warranties; or (b) any breach of the Vendor Warranties by the Vendor, provided that the maximum aggregate liability of the Vendor in respect of all claims shall not exceed the amount of the Consideration. | | 6.10 | The Purchaser undertakes to indemnify and keep fully indemnified the Vendor against, and hold the Vendor harmless immediately upon demand in respect of, any and all claims that the Vendor may suffer or face as a result of or in connection with (a) any inaccuracy of any of the Purchaser Warranties; or (b) any breach of the Purchaser Warranties by the Purchaser, provided that the maximum aggregate liability of the Purchaser in respect of all claims shall not exceed the amount of the Consideration. | | 7. | FURTHER ASSURANCE | | | Each Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. |

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| --- | | 8. | RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS | | --- | --- | | 8.1 | Each of the Parties undertakes to the other Party that it shall not at any time after the date of this Agreement divulge or communicate to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange body, or to its respective officers or employees whose province it is to know the same any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other which may be within or may come to its knowledge in connection with the transactions contemplated by this Agreement and it shall use its best endeavors to prevent the publication or disclosure of any such confidential information concerning such matters. This restriction shall not apply to information or knowledge which is or which properly comes into the public domain, through no fault of any of the Parties or to information or knowledge which is already known to any of the Parties at the time of its receipt. | | 8.2 | If any Party is required by law or any rule of any relevant stock exchange or regulatory body to make any announcement in connection with this Agreement, the other Party agrees to supply all relevant information relating to itself that is within its knowledge or in its possession as may be reasonably necessary or as may be required by any exchange and regulatory body to be included in the announcement. | | 9. | PARTIAL INVALIDITY | | | If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any jurisdiction, the legality, validity and enforceability in other jurisdictions or of the remaining provisions of this Agreement shall not be affected or impaired thereby. | | 10. | COSTS AND EXPENSES | | 10.1 | Each Party shall bear its own costs of and incidental to the preparation, negotiation and settlement of this Agreement (including, without limitation, legal fees and expenses relating to this Agreement). | | 10.2 | The Purchaser shall be responsible for and shall pay all stamp duty and registration fees payable on or pursuant to this Agreement and the transfer of the Sale Shares. | | 11. | ASSIGNMENT | | | No Party shall assign any of its rights or obligations under this Agreement without the written consent of the other Party. | | 12. | CONTINUING EFFECT OF AGREEMENT | | | Any provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before Completion shall remain in full force and effect notwithstanding Completion. |

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| --- | | 13. | GENERAL | | --- | --- | | 13.1 | This Agreement supersedes all and any previous agreements, arrangements or understanding between the Parties relating to the matters referred to in this Agreement and all such previous agreements, understanding or arrangements (if any) shall cease and determine with effect from the date hereof and neither Party shall have any claim in connection therewith. | | 13.2 | This Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any representation or warranty made by the other Party which is not contained in this Agreement). No variation of this Agreement shall be effective unless made in writing and signed by all Parties. | | 13.3 | Time shall be of the essence of this Agreement but no failure by any Party to exercise, and no delay on its part in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or the exercise of any right or prejudice or affect any right against the other. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. | | 13.4 | No delay or failure by a Party to exercise or enforce (in whole or in part) any right provided by this Agreement or by law shall operate as a release or waiver, or in any way limit that Party’s ability to further exercise or enforce that, or any other, right. A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver is in writing and is signed by the Party against whom that waiver is claimed. In the event of a default by either Party in the performance of its obligations under this Agreement, the non-defaulting Party shall have the right to obtain specific performance of the defaulting Party’s obligations. Such remedy shall be in addition to any other remedies provided under this Agreement or at law. | | 14. | NOTICES | | 14.1 | Any notice claim, demand, court process, document or other communication to be given under this Agreement (collectively “communication” in this Clause) shall be in writing in the English language and may be served or given personally or sent to the e-mail address (if any) of the relevant Party and marked for the attention and/or copied to such other person as specified in Clause 14.4. | | 14.2 | A change of address or e-mail address of the person to whom a communication is to be addressed or copied pursuant to this Agreement shall not be effective until five days after a written notice of change has been served in accordance with the provisions of this Clause 14 on the other Party with specific reference in such notice that such change is for the purposes of this Agreement. | | 14.3 | All communications shall be served by the following means and the addressee of a communication shall be deemed to have received the same within the time stated adjacent to the relevant means of despatch: | | Means of despatch | Time of deemed receipt | | --- | --- | | Local mail or courier | 24 hours | | E-mail | on despatch | | Air courier/Speedpost | 3 days | | Airmail | 7 days |

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| --- | | 14.4 | The initial addresses and e-mail addresses of the Parties for the service of communications, the person for whose attention such communications are to be marked and the person to whom a communication is to be copied are as follows: | | --- | --- |

Ifto the Vendor:

Mr.How:

Address	:	c/o<br> Lots 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur, Malaysia.
E-mail	:	[●]
Attention	:	How<br> Kok Choong

Ifto the Purchaser:

Address	:	1645<br> Village Center Circle, Suite 170, Las Vegas, Nevada, United States, 89134
E-mail	:	[●]
Attention	:	How<br> Kok Choong
14.5	A<br> communication served in accordance with this Clause 14 shall be deemed sufficiently served and in proving service and/or receipt<br> of a communication it shall be sufficient to prove that such communication was left at the addressee’s address or that<br> the envelope containing such communication was properly addressed and posted or despatched to the addressee’s address.<br> In the case of communication by e-mail, such communication shall be deemed properly transmitted upon the receipt of the sent<br> confirmation by the e-mail account of the sender.
---	---
14.6	Nothing<br> in this Clause shall preclude the service of communication or the proof of such service by any mode permitted by law.
15.	COUNTERPARTS
	This<br> Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on the counterparts<br> were on a single copy of this Agreement.
16.	LAW<br> AND JURISDICTION
16.1	This<br> Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
16.2	All<br> claims or disputes arising out of or in connection with this Agreement, including any dispute as to its existence, validity,<br> termination, or enforceability thereof, and any dispute relating to any non-contractual obligations arising out of or in connection<br> with it (for the purpose of this Clause, a “Dispute”) shall be notified in writing to the other Party.<br> The notification must set out brief details of the nature of the Dispute. In case of a Dispute, the Parties shall use all<br> their reasonable efforts to reach an amicable settlement within thirty (30) days following the above-mentioned notification If<br> the Parties fail to reach such an amicable settlement within the said thirty-day period, any Party to that Dispute may refer<br> the dispute to arbitration administered by the HKIAC in accordance with the HKIAC Administered Arbitration Rules in force<br> at that time. The seat of arbitration shall be in Hong Kong. The Parties to the arbitration shall jointly appoint a single<br> arbitrator and the award rendered by that arbitrator shall be final and binding on them. If the Parties are unable to agree<br> to the appointment of the arbitrator, then any Party to the Dispute may refer the matter to the HKIAC for nomination of an<br> arbitrator for such purpose. Judgment upon the arbitration award may be rendered in any court of competent jurisdiction or<br> application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may<br> be.

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INWITNESS whereof this Agreement has been duly executed on the date first above written.

VENDOR	****
SIGNED by How Kok Choong	)
in<br> the presence of : Vincent Tan Inn Shen	)
PURCHASER	****
SIGNED by How Kok Choong	)
for<br> and on behalf of	)
AGAPE ATP CORPORATION	)
in<br> the presence of : Ku Suat Hong	)

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SCHEDULE1PARTICULARS OF THE COMPANY

1.	Company<br> name	:	Agape Superior Living Sdn. Bhd.
2.	Company<br> registration number	:	200301021968<br> (624388-V)
3.	Date<br> of incorporation	:	8th<br> August 2003
4.	Place<br> of incorporation	:	Malaysia
5.	Address<br> of registered office	:	Lot<br> 4.81, 4th Floor, Wisma Central, Jalan Ampang, Kuala Lumpur 50450, Malaysia
6.	Issued<br> share capital	:	9,590,598<br> issued and fully paid share
7.	Shareholder<br> (number of shares and shareholding %)	:	How<br> Kok Choong (9,590,596 shares)
			Lor<br> Keat Yoon (1 share)
			Lim<br> Ah Yew @ Lim Soo Yew (1 share)
8.	Director	:	How<br> Kok Choong

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SCHEDULE2VENDOR WARRANTIES

1.	General
1.1	The<br> contents of the Recitals of and Schedule 1 to this Agreement are true and accurate.
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1.2	All<br> information given by the Vendor or his agents or professional advisers to the Purchaser or its employees, agents or professional<br> advisers relating to the business, activities, affairs, or assets or liabilities of the Company was, when given, and is now<br> true, accurate and complete in all respects.
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1.3	There<br> are no material facts or circumstances, in relation to the assets, business or financial condition of the Company which have<br> not been exhaustively, expressly and fairly disclosed in writing to the Purchaser or its employees, agents or professional<br> advisers, and which, if disclosed, might reasonably have been expected to affect the decision of the Purchaser to enter into<br> this Agreement.
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1.4	The<br> execution and performance of this Agreement will not conflict with or result in a breach of or be a reason for the termination<br> or variation of any agreement or obligation to which the Company is now a party or any of the Company or its assets are or<br> may be bound or affected or be in violation of any law, rule or regulation of any governmental, administrative or regulatory<br> body or any order, injunction or decree of any judicial, administrative, regulatory or governmental body affecting the Company.
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2.	Organization, Authority and Power
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2.1	The<br> Company is a company duly incorporated and validly existing under the laws of the Malaysia. All issued shares in the Company<br> are duly authorized, validly issued and fully paid up and none of such shares (where applicable) has been issued in violation<br> of the Companies Act 1965 and/or Companies Act 2016 (as the case may be) or the terms of any agreement by which the Company<br> or its shareholders were or are bound, if any.
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2.2	The<br> Vendor has, on the date of this Agreement and on Completion, full and unfettered rights, power and authority to enter into<br> this Agreement and assume all of his obligations hereunder and no further actions or proceedings are necessary on his part<br> in connection with the execution, delivery and performance by them of this Agreement.
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2.3	This<br> Agreement constitutes valid and legally binding obligations on the part of the Vendor enforceable in accordance with its terms.
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2.4	The<br> Vendor is the legal and beneficial owner of the Sale Share and is entitled to sell and transfer the Sale Share and pass the<br> full legal and beneficial ownership thereof with all rights thereto to the Purchaser or its nominee(s) on the terms of this<br> Agreement. The Sale Share is issued and fully paid and is beneficially owned by the Vendor free from all Encumbrances. The<br> Sale Share constitutes approximately 99.99% of the issued share capital of the Company.
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3.1	The<br> Company has duly made up all requisite books of account (reflecting in accordance with generally accepted accounting principles<br> for all the financial transactions of the Company), minutes books, registers and records in compliance with all applicable<br> laws and regulatory requirements and these and all other deeds and documents (properly stamped where necessary) belonging<br> to or which ought to be in its possession and its seal are in its possession.
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3.2	All<br> the accounts, books, ledgers, financial and other records of whatsoever kind, of the Company are in its possession, have been<br> fully, properly and accurately kept and completed, do not contain any material inaccuracies or discrepancies of any kind and<br> give and reflect a true and fair view of its trading transactions, and its financial, contractual and trading position.
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3.3	The<br> Company has duly complied with its obligations to account to the relevant tax authorities and all other authorities for all<br> amounts for which it is or may become accountable in respect of Taxation relating to its business.
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3.4	All<br> returns in connection with Taxation that should have been filed by the Company have been filed correctly and on a proper basis<br> in accordance with all applicable laws and regulatory requirements and there are no facts known or which would on reasonable<br> enquiry be known to the Company or the director which may give rise to any dispute or to any claim for any Taxation or the<br> deprivation of any relief or advantage that might have been available.
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3.5	The<br> Company is not and does not expect to be involved in any dispute in relation to Taxation and no authority concerned has investigated<br> or indicated that it intends to investigate into the tax affairs of the Company.
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3.6	The<br> Company has no liability in respect of Taxation (whether actual or contingent) nor any liability for interest, penalties or<br> charges imposed in relation to any Taxation arising or deemed to arise in any accounting period ending on or before the Management<br> Accounts Date that is not provided for in full in the Management Accounts, and in particular, has no outstanding liability<br> for:
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(i)	Taxation<br> in any part of the world assessable or payable by reference to any profit, gain, income or distribution earned, received,<br> paid, arising or deemed to arise on or at any time prior to the Management Accounts Date or in respect of any period ending<br> on or before the Management Accounts Date; or
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(ii)	purchase,<br> value added, sales or other similar tax in any part of the world referable to transaction effected on or before the Management<br> Accounts Date,
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that is not provided for in the Management Accounts.

3.7	Since<br> the Management Accounts Date up to and inclusive of the Completion Date:
(i)	the<br> Company has not been involved in any transaction outside the ordinary course of business which has given or may give rise<br> to a liability to Taxation on the Company (or would have given or might give rise to such a liability but for the availability<br> of any relief, allowance, deduction or credit);
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(ii)	no<br> accounting period or year of assessment of the Company has ended;
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| 15 |

| --- | | (iii) | no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the Management Accounts if such a disposal or other event had been planned or predicted at the date on which the Management Accounts were drawn up; | | --- | --- | | (iv) | no payment has been made by the Company which will not be deductible for profits tax (or its equivalent) purposes either in computing the profits of the Company or in computing the profits tax chargeable on the Company; | | --- | --- | | (v) | no event has occurred with the result that the Company has or will become liable to pay or bear a liability in respect of Taxation directly or primarily charged against, or attributable to, another person, firm or company; and | | --- | --- | | (vi) | the Company has not paid or become liable to pay any penalty in connection with any Taxation or otherwise paid any Taxation after its due date for payment or become liable to pay any Taxation the due date for payment of which has passed or will become prospectively liable to pay any Taxation the due date for payment of which will fall within 30 days after the date of this Agreement. | | --- | --- | | 3.8 | The Company has within the time limits prescribed by the relevant legislation duly paid all tax (including provisional tax), made all returns, given all notices, supplied all other information required to be supplied to the Inland Revenue Board of Malaysia and any other relevant governmental authority (including any governmental authority of a foreign jurisdiction) and all such information was and remains complete and accurate in all material respects and all such returns and notices were and remain complete and accurate in all material respects and were made on a proper basis and do not reveal any transactions which may be the subject of any dispute with the Inland Revenue Board of Malaysia or other relevant authorities and the Company is not and has not in the last six years been the subject of an Inland Revenue Board of Malaysia (or equivalent foreign tax authority) investigation or field audit or other dispute regarding tax or duty recoverable from the Company or regarding the availability of any relief from Taxation or duty to the Company. | | --- | --- | | 3.9 | The Company has duly submitted all claims and disclaimers which have been assumed to have been made for the purpose of the Management Accounts. | | --- | --- | | 3.10 | There are no material and/or unusual arrangements, agreements or undertakings, between the Company and the Inland Revenue Board of Malaysia, or any foreign tax authorities, regarding or affecting the Taxation treatment of the Company. | | --- | --- | | 3.11 | The Company has kept sufficient records in either English or Malay: | | --- | --- | | (i) | of its income and expenditure to enable the assessable profits of its trade, profession or business to be readily ascertained in compliance with and for the period mentioned in Income Tax Ac 1967 or other similar legislation; | | --- | --- | | 3.12 | The Company has duly complied with all requirements to deduct or withhold Taxation from any payments it has made and has accounted in full to the appropriate authorities for all amounts so deducted or withheld. | | --- | --- |

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4.	Corporate Status
4.1	The<br> Company has all requisite corporate power and authority to own its assets and to carry on its business as currently conducted<br> and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership<br> or operation of its assets or the conduct of its business requires such qualification.
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4.2	No<br> events or omissions have occurred whereby the constitution, subsistence or corporate status of the Company has been or is<br> likely to be adversely affected.
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4.3	No<br> order for the appointment of a liquidator has been made and as receiver has been appointed over the whole or any part of the<br> assets of the Company.
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4.4	No<br> order has been made, or petition presented, or resolution passed for the winding up of the Company, nor has any distress,<br> execution or other process been levied in respect of the Company which remains undischarged; nor is there any unfulfilled<br> or unsatisfied judgment or court order outstanding against the Company.
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4.5	Save<br> as contemplated under and this Agreement, as at the Completion Date, there are no pre-emptive or other outstanding rights,<br> options, warrants, conversion rights or agreements or commitments of any character relating to the authorized and issued,<br> unissued or treasury shares or equity interest of the Company and the Company has not issued any debt securities, other securities,<br> rights or obligations which are convertible into or exchangeable for, or giving any person a right to subscribe for or acquire,<br> capital or equity interest of the Company, and no such securities or obligations evidencing such rights are outstanding.
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4.6	The<br> Company is duly incorporated, validly existing and in good standing under the laws of the Malaysia and has all requisite corporate<br> or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted<br> and is duly qualified to do business.
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5.	Management Accounts
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5.1	The<br> Company has no liability for Taxation of any kind, which has not been provided for in the Management Accounts.
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5.2	Due<br> provision has been made in the Management Accounts for any capital commitment undertaken or authorized at the Management Accounts<br> Date as may be appropriate and for any bad or doubtful debt due and payable to the Company in its own right.
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5.3	The<br> Company is not a member of any partnership or unincorporated company or association.
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5.4	Since<br> the Management Accounts Date up to and inclusive of Completion Date:
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(i)	there<br> has been no material adverse change in the financial position or business or prospects of the Company and the Company has<br> entered into transactions and incurred liabilities only in the ordinary course of business;
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(ii)	the<br> Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution;
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(iii)	the<br> business of the Company has been carried on in the ordinary and usual course and in the same manner (including nature and<br> scope) as in the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract<br> has been entered into by the Company; and
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| 17 |

| --- | | (iv) | no asset of the Company has been acquired or disposed of on capital account, or has been agreed to be acquired or disposed of, otherwise than in the ordinary course of business and the Company has not disposed of or parted with possession of any of its property assets (including know how) or stock in trade or made any payments and no contract involving expenditure by it on capital account has been entered into by the Company and no liability has been created or has otherwise arisen (other than in the ordinary course of business as previously carried on). | | --- | --- | | 5.5 | The Management Accounts have been properly complied by the director of the Company on the basis which is consistent with the accounting policies consistently applied and are accurate in all respects and show a true and fair view of the state of affairs of the Company and of its results and profits for the financial period ending on the Management Accounts Date and: | | --- | --- | | (a) | depreciation of the fixed assets of the Company has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives; | | --- | --- | | (b) | the Management Accounts disclose and make full provision or reserve for all actual liabilities; | | --- | --- | | (c) | the Management Accounts disclose and make proper provision or reserve for or note all contingent liabilities, capital or burdensome commitments; | | --- | --- | | (d) | the bases and policies of accounting of the Company (including depreciation) adopted for the purpose of preparing the Management Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Company for each of the preceding accounting periods since the date of incorporation; | | --- | --- | | (e) | the profits and losses of the Company shown in the Management Accounts and for the preceding accounting periods have not in any material respect been affected by any unusual or exceptional item or by any other matter which has rendered such profits or losses unusually high or low; and | | --- | --- | | 6. | Business, etc. | | --- | --- | | 6.1 | The Company has not given or permitted to be outstanding any powers of attorney or authority (expressed or implied) to any party to enter into any contracts, commitments or transactions (other than the usual authority conferred on its director in respect of the ordinary course of business) or pursuant to the banking facilities granted to the Company. | | --- | --- | | 6.2 | The Company has not entered into any contracts, commitments or transactions other than on an arms-length basis nor breached or defaulted under any contracts, commitments or transactions. | | --- | --- | | 6.3 | There are no existing circumstances which indicate that as a result of the consummation of this Agreement: | | --- | --- | | (i) | the existing level of business of the Company may be substantially reduced; and | | --- | --- | | (ii) | the Company will lose the benefit of any right or privilege which it enjoys. | | --- | --- |

| 18 |

| --- | | 6.4 | Compliance with the terms of this Agreement does not and will not: | | --- | --- | | (i) | conflict with, or result in the breach of, or constitute a default under, any of the terms, conditions or provisions of any agreement or instrument to which the Company is a party, or any Encumbrance, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind or character by which or to which any asset of the Company is bound or subject; | | --- | --- | | (ii) | relieve any person from any obligation to the Company (whether contractual or otherwise), or enable any person to determine any obligation, or any right or benefit enjoyed by the Company, or to exercise any right, whether under an agreement with, or otherwise in respect of, the Company; | | --- | --- | | (iii) | result in the creation, imposition, crystallization or enforcement of any Encumbrances whatsoever on any of the assets of the Company; or | | --- | --- | | (iv) | result in any present or future indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its stated maturity. | | --- | --- | | 6.5 | The Company has, at all times, carried on its business and conducted its affairs in all respects in accordance with the provisions of the Companies Act 1965 and/or Companies Act 2016 (as the case may be) for the time being in force and any other documents to which it is, or has been, a party. | | --- | --- | | 6.6 | The Company is empowered and duly qualified to carry on business in all jurisdictions in which it now carries on business. | | --- | --- | | 6.7 | The Company is not a party to any undertaking or assurances given to any court or governmental agency, which is still in force. | | --- | --- | | 6.8 | The Company has conducted and is conducting its business in all respects in accordance with all applicable laws and regulations, whether of Malaysia or elsewhere. | | --- | --- | | 6.9 | The Company is not in breach of any of the terms or conditions of any of the licences or consents. | | --- | --- | | 6.10 | The Company is not a party to any contract, transaction, arrangement or liability which: | | --- | --- | | (i) | is of an unusual or abnormal nature, or outside the ordinary and proper course of business; or | | --- | --- | | (ii) | cannot readily be fulfilled or performed by it on time without undue, or unusual, expenditure of money, effort or personnel. | | --- | --- | | 6.11 | No notice, demand or claim of default under any agreement, instrument or arrangement to which the Company is a party has been received by the Company and is outstanding against it and there is nothing whereby any such agreement, instrument or arrangement may be prematurely terminated or rescinded by any other party. | | --- | --- |

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7.1	No<br> resolution of any kind of the shareholders of the Company has been passed (other than resolutions relating to the business<br> at annual general meetings which was not special business) without disclosure in writing to the Purchaser.
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7.2	The<br> Company has fully and punctually observed and complied with its obligations under the relevant companies legislations and<br> the relevant statutes and all returns, particular resolutions and other documents (if any) required to be filed have been<br> properly and punctually filed.
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7.3	The<br> register of members of the Company is and will at Completion be correct. There has been no notice of any proceedings to rectify<br> the register, and there are no circumstances which might lead to any application for rectification of the register, nor will<br> there be any such circumstances at or before Completion.
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8.	Director
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Other than the director set out in Schedule 1, the Company has no other director.

9.	Dispute, Claims and Litigation
9.1	The<br> Company is not engaged in any litigation, administrative, mediation or arbitration proceedings, as plaintiff or defendant;<br> there are no non-compliance, investigation, inquiry or enforcement proceedings pending or threatened, either by or against<br> the Company; and no circumstances exist which are likely to give rise to any litigation, administrative, mediation or arbitration<br> proceedings.
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9.2	There<br> is no dispute with any revenue, or other official, department or other regulatory authority in Malaysia or elsewhere, in relation<br> to the affairs of the Company, and the Company and the Vendor is not aware of any facts which may give rise to any dispute.
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9.3	No<br> order has been made, or petition presented, or resolution passed for the winding up of the Company; nor has any distress,<br> execution or other process been levied in respect of the Company which remains undischarged; nor is there any unfulfilled<br> or unsatisfied judgment or court order outstanding against the Company.
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9.4	The<br> Company has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal<br> and administrative requirements in any jurisdiction.
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9.5	The<br> Company has not committed any criminal act or material breach of contract or statutory duty or any tortious or other unlawful<br> act.
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9.6	No<br> unsatisfied judgment is outstanding against the Company.
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10.	Liabilities
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10.1	The<br> Company does not have, as at the Management Accounts Date, any material liabilities or financial commitment except as disclosed<br> in the Management Accounts.
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11.1	There<br> are in force no powers of attorney or any special authorities given by the Company other than those given in the ordinary<br> course of business.
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11.2	Other<br> than in the ordinary course of business, the Company has not ever entered into an agreement under which any person has been<br> given representative or agency rights or powers.
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12.	Acquisition of the Consideration Shares
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12.1	The<br> Vendor understands that the Consideration Shares are “restricted securities” and have not been registered under<br> the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and<br> are acquiring the Consideration Shares as principal for their own account and not with a view to or for distributing or reselling<br> the Consideration Shares or any part thereof in violation of the Securities Act, have no present intention of distributing<br> any of such Consideration Shares in violation of the Securities Act and have no direct or indirect arrangement or understandings<br> with any other persons to distribute or regarding the distribution of such Consideration Shares in violation of the Securities<br> Act. The Vendor understands that the Consideration Shares may only be disposed of in compliance with the Securities Act. In<br> connection with any transfer of the Consideration Shares other than pursuant to an effective registration statement, Agape<br> ATP Corporation (“Agape USA”) may require the transferor thereof to provide Agape USA with an opinion of<br> counsel selected by the transferor and reasonably acceptable to Agape USA, the form and substance of which opinion shall be<br> reasonably satisfactory to Agape USA, to the effect that such transfer does not require registration of such transferred Consideration<br> Shares under the Securities Act.
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12.2	The<br> Vendor hereby represents that he is satisfied himself as to the full observance of the laws of his jurisdiction in connection<br> with any invitation to subscribe for the Consideration Shares, including (i) the legal requirements within their jurisdiction<br> for the acquisition of the Consideration Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii)<br> any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any,<br> that may be relevant to the purchase, holding, redemption, sale, or transfer of the Consideration Shares. The Vendor’s<br> beneficial ownership of the Consideration Shares will not violate any applicable securities or other laws of the Vendor’s<br> jurisdiction.
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12.3	The<br> Vendor, either alone or together with his or her representatives, have such knowledge, sophistication and experience in business<br> and financial matters so as to be capable of evaluating the merits and risks of the acquisition of the Consideration Shares,<br> and have so evaluated the merits and risks. The Vendor is able to bear the economic risk of the Consideration Shares and,<br> at the present time, are able to afford a complete loss of the Consideration Shares.
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12.4	The<br> Vendor is not, to their knowledge, acquiring the Consideration Shares as a result of any advertisement, article, notice or<br> other communication regarding the Consideration Shares published in any newspaper, magazine or similar media or broadcast<br> over television or radio or presented at any seminar or any other general solicitation or general advertisement.
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12.5	The<br> Vendor acknowledge that he has had the opportunity to review any and all documents and has been afforded (i) the opportunity<br> to ask such questions as they have deemed necessary of, and to receive answers from, representatives of Agape USA concerning<br> the Consideration Shares; and (ii) access to information about Agape USA and its financial condition, results of operations,<br> business, properties, management and prospects sufficient to enable it to evaluate the transaction. The Vendor acknowledges<br> and agrees that Agape USA has not provided the Vendor with any information or advice with respect to the Consideration Shares<br> nor is such information or advice necessary or desired.
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| --- | | 12.6 | Neither the Vendor nor any person acting on their behalves has engaged, nor will engage, in any directed selling efforts to a U.S. Person (as defined in the Securities Act) with respect to the Consideration Shares and the Vendor and any person acting on their behalves has complied and will comply with the “offering restrictions” requirements of Regulation S. The transactions contemplated hereby have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Vendor nor any person acting on their behalves has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Consideration Shares. The Vendor agrees not to cause any advertisement of the Consideration Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Consideration Shares, except such advertisements that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws. | | --- | --- | | 12.7 | The Vendor understands that the Consideration Shares and any securities issued in respect of or exchange for the Consideration Shares, may be notated with one or all of the following legends, as applicable: | | --- | --- |

“THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

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SCHEDULE3PURCHASER WARRANTIES

1.	The<br> Purchaser has, on the date of this Agreement and on Completion, full and unfettered right, power and authority to enter into<br> this Agreement and assume all of its obligations hereunder and no further actions or proceedings are necessary on its part<br> in connection with the execution, delivery and performance by it of this Agreement.
2.	The<br> Purchaser is a company duly incorporated and validly existing under the laws of the state of Nevada, United States.
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3.	This<br> Agreement constitutes valid and legally binding obligations on the part of the Purchaser enforceable in accordance with its<br> terms.
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4.	All<br> information given by the Purchaser or its agents or professional advisers to the Vendor or their employees, agents or professional<br> advisers was, when given, and is now true, accurate and complete in all respects.
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5.	Subject<br> to the fulfillment of the Conditions Precedent, all necessary consents, authorizations and approvals of and all necessary<br> registrations and filings with any governmental or regulatory agency or body required in the state of Nevada, United States<br> for or in connection with this Agreement and the performance of the terms thereof have been obtained or made or will have<br> been obtained or made by Completion.
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6.	All<br> the Consideration Shares to be issued and allotted by the Purchaser to the Vendor will be duly authorized, validly issued<br> and fully paid up and none of such shares will be issued in violation of the bylaws of the Purchaser or the terms of any agreement<br> or laws and regulations by which the Purchaser or its shareholders were or are bound, if any.
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Exhibit 99.1

AGAPESUPERIOR LIVING SDN. BHD.

CONSOLIDATEDFINANCIAL STATEMENTS

YEARSENDED DECEMBER 31, 2019 AND 2018

AND

REPORTOF INDEPENDENT REGISTERED PUBLIC

ACCOUNTINGFIRM

AGAPESUPERIOR LIVING SDN. BHD.

INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-4
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019 and 2018	F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2019 and 2018	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-7
Notes to Consolidated Financial Statements	F-8<br> – F-27

| F-2 |

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Agape Superior Living Sdn. Bhd.

Opinionon the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Agape Superior Living Sdn. Bhd. (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/Friedman LLP

We have served as the Company’s auditor since 2019

New York, New York

April 30, 2020

****

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AGAPESUPERIOR LIVING SDN. BHD.

CONSOLIDATEDBALANCE SHEETS

	December 31,
	2019			2018
ASSETS
Current assets
Cash	$	1,030,829		$	1,544,525
Other receivables		34,672			48,507
Other receivables - related parties		233,942			115,225
Inventories		552,901			137,553
Prepaid taxes		1,181,963			188,198
Prepayments and other assets		484,880			468,850
Prepayment - related party		-			214,701
Total current assets		3,519,187			2,717,559
Other assets
Property and equipment, net		364,604			429,620
Intangible assets, net		7,592			11,027
Deferred tax assets, net		234,797			-
Total other assets		606,993			440,647
Total assets	$	4,126,180		$	3,158,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	520,786		$	-
Customer deposits		1,632,747			1,371,047
Other payables and accrued liabilities		252,902			968,547
Other payables - related parties		12,104			4,376
Total current liabilities		2,418,539			2,343,970
Other liabilities
Deferred tax liabilities		-			18,901
Total liabilities		2,418,539			2,362,871
Commitments and contingencies
Shareholders’ equity
*Ordinary shares, no par value, 9,590,598 and 1,500,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively		2,372,008			394,737
Retained earnings (accumulated deficit)		(740,004	)		319,490
Accumulated other comprehensive income		75,637			81,108
Total shareholders’ equity		1,707,641			795,335
Total liabilities and shareholders’ equity	$	4,126,180		$	3,158,206

*Pursuant to the New Companies Act 2016 effective from January 31, 2017, the concept of authorized share capital and par value has been abolished, the Company is no longer required to state authorized share capital and par value.

The accompanying notes are an integral part of these consolidated financial statements.

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AGAPESUPERIOR LIVING SDN. BHD.

CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Years Ended
	December 31,
	2019			2018
Net revenues	$	4,139,359		$	14,393,762
Cost of revenues		857,250			2,391,597
Gross profit		3,282,109			12,002,165
Operating expenses
Selling expenses		1,759,136			1,339,754
Commission expenses		1,611,172			7,045,419
General and administrative expenses		1,307,715			1,083,717
Total operating expenses		4,678,023			9,468,890
Income (loss) from operations		(1,395,914	)		2,533,275
Other income
Interest income		4,021			8,904
Other income, net		20,175			37,280
Total other income, net		24,196			46,184
Income (loss) before income taxes		(1,371,718	)		2,579,459
Provision for (benefits of) income taxes		(312,224	)		597,548
Net income (loss)		(1,059,494	)		1,981,911
Foreign currency translation adjustment		(5,471	)		2,460
Comprehensive income (loss)	$	(1,064,965	)	$	1,984,371
(Loss) earnings per share
Basic and diluted	$	(0.57	)	$	1.32
Weighted average number of ordinary shares outstanding
Basic and diluted		1,854,656			1,500,000

The accompanying notes are an integral part of these consolidated financial statements.

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AGAPESUPERIOR LIVING SDN. BHD.

CONSOLIDATEDSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

					Retained			Accumulated
	Ordinary Shares				Earnings			Other
	Shares		Share Capital		(Accumulated<br><br> <br>Deficit)			Comprehensive<br><br> <br>Income			Total
Balance, December 31, 2017		1,500,000	$	394,737	$	1,630,045		$	78,648		$	2,103,430
Dividend distributions		-		-		(3,292,466	)		-			(3,292,466	)
Net income		-		-		1,981,911			-			1,981,911
Foreign currency translation adjustment		-		-		-			2,460			2,460
Balance, December 31, 2018		1,500,000		394,737		319,490			81,108			795,335
Net loss		-		-		(1,059,494	)		-			(1,059,494	)
Capital contributions by a shareholder		8,090,598		1,977,271		-			-			1,977,271
Foreign currency translation adjustment		-		-		-			(5,471	)		(5,471	)
Balance, December 31, 2019		9,590,598	$	2,372,008	$	(740,004	)	$	75,637		$	1,707,641

The accompanying notes are an integral part of these consolidated financial statements.

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AGAPESUPERIOR LIVING SDN. BHD.

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
	2019			2018
Cash flows from operating activities
Net (loss) income	$	(1,059,494	)	$	1,981,911
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation		74,702			28,715
Amortization		6,077			5,709
Deferred taxes (benefit) provision		(250,822	)		16,814
Change in operating assets and liabilities
Other receivables		14,116			(49,702	)
Inventories		(409,086	)		988,613
Prepaid taxes		(980,082	)		(652,413	)
Prepayments and other assets		(11,514	)		(332,774	)
Prepayment - related party		214,100			(219,991	)
Accounts payable - related party		514,524			(525,666	)
Customer deposits		245,909			1,052,787
Commission payables		-			(1,039,008	)
Other payables and accrued liabilities		(715,974	)		393,937
Net cash (used in) provided by operating activities		(2,357,544	)		1,648,932
Cash flows from investing activities
Purchases of equipment		(6,502	)		(455,786	)
Purchase of intangible assets		(2,582	)		(6,698	)
Net cash used in investing activities		(9,084	)		(462,484	)
Cash flows from financing activities
Dividend distributions		-			(3,292,466	)
(Loans to) repayments from related parties		(116,227	)		652,919
Loans from related parties		1,961,091			807
Net cash provided by (used in) financing activities		1,844,864			(2,638,740	)
Effect of exchange rate on cash		8,068			(13,003	)
Net change in cash		(513,696	)		(1,465,295	)
Cash, beginning of year		1,544,525			3,009,820
Cash, end of year	$	1,030,829		$	1,544,525
Supplemental cash flows information
Income taxes paid	$	995,494		$	1,047,473
Non-cash transactions of investing and financing activities
Capital contributions from a shareholder loan for additional shares issued	$	1,977,271		$	-

The accompanying notes are an integral part of these consolidated financial statements.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

1 -	NATURE OF BUSINESS AND ORGANIZATION

Agape Superior Living Sdn. Bhd. (“ASL” or the “Company”) is a limited company incorporated on August 8, 2003, under the laws of Malaysia.

The Company engages in the direct selling marketing business in the Health and Wellness Industry. The principal activity of the Company is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the overall health system in the body.

The accompanying consolidated financial statements reflect the activities of ASL and Agape S.E.A. Sdn. Bhd. (“SEA”), a variable interest entity (“VIE”) (See Note 3).

Business Overview

AGAPE Superior Living Sdn. Bhd. is a network marketing company specializing in healthcare products and focusing on improving people’s health and wellbeing. The Company primarily focuses its efforts on customers in Malaysia.

The Company’s scientific team and medical advisors strongly believe that this is best done through creating easy access to a nutrient rich food supply that can have a direct effect in improving the wellbeing of the individual, through providing nutrients and vitamins no longer readily available.

The herbal and vitamin supplements are packed with naturally occurring nutrients and minerals. When they are combined with a healthy balanced diet, the body is really nourished, and improvements in strength, skin color, healing ability and cell rejuvenation often begin to occur.

The Company is also helping people enjoy greater health and ‘superior living’ right now through the ATP Zeta Super Health Program. Other award winning products have been selected to compliment the products that form the ATP Zeta Program. The ATP Zeta Super Health Program consists of twelve products. None of these products are owned or produced by the Company. In the event that any of these products are no longer produced, or are otherwise unavailable, the Company may have to devote significant effort to identifying and obtaining comparable replacement products. The twelve products that comprise the ATP Zeta Super Health Program are ATP1s Survivor Select, ATP2 Energized Mineral Concentrate, ATP3 Ionized Cal-Mag, ATP4 Omega Blend, ATP5 BetaMaxx, AGN-Vege Fruit Fiber, AGP1-Iron, YFA-Young Formula, Mitogize, ORYC-Organic Youth Care Cleansing Bar, No.1 MED and Trim+.

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the SEC.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principlesof Consolidation

The consolidated financial statements include the financial statements of the Company and its VIE. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Useof Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for doubtful accounts, allowance for inventories obsolescence, useful lives of plant and equipment, impairment of long-lived assets, and allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates.

FairValue Measurement

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 accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.

The three levels are defined as follow:

●	Level<br> 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level<br> 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs<br> that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial<br> instruments.
●	Level<br> 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

ForeignCurrency Translation and Transaction

The reporting currency of the Company is the U.S. dollar. The Company in Malaysia conducts its businesses in the local currency, Ringgit Malaysia (RM), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the Federal Reserve at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ForeignCurrency Translation and Transaction (Continued)

Translation adjustments included in accumulated other comprehensive income amounted to $75,637 and 81,108 as of December 31, 2019 and 2018, respectively. The balance sheet amounts, with the exception of shareholders’ equity at December 31, 2019 and 2018 were translated at 4.09 RM and 4.13 RM to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the years ended December 31, 2019 and 2018 were 4.14 RM and 4.03 RM to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

Cash

Cash are carried at cost and represent cash on hand and deposits placed with banks or other financial institutions.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. When appropriate, impairment to inventories are recorded to write down the cost of inventories to their net realizable value.

PrepaidTaxes

Prepaid taxes includes prepaid income taxes and goods and service tax (“GST”) to be refundable or utilized to offset future income tax or sales and service tax (“SST”) to be incurred.

Prepaymentsand Other Assets

Prepayments and other assets are cash deposited or advanced to outside vendors and service providers for future inventory purchases and future services to be provided. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be utilized, collected or refunded, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2019 and 2018, there is no allowance for the doubtful accounts.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Propertyand Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:

	Useful Life
Computer and office equipment	5-7 years
Furniture & fixtures	6-7 years
Leasehold improvements	Lease Term
Vehicle	5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

IntangibleAssets, Net

Intangible assets, net, are stated at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets as follows:

Classification	Useful Life
Computer software	5 years

Impairmentfor Long-Lived Assets

Long-lived assets, including property and equipment, and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. 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, 2019 and 2018, no impairment of long-lived assets was recognized.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CustomerDeposits

Customer deposits represent amounts advanced by customers on product orders and discounted value of the unapplied coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

RevenueRecognition

The Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), on all periods presented. The Company recognizes revenue to depict the transfer of promised goods or services (that is, an asset) to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. An asset is transferred when the customer obtains control of that asset. It also requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time for the Company’s sale of health and wellness products.

The Company uses a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection.

Salesof 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. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilized the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the years ended December 31, 2019 and 2018, the Company recognized $46,304 and $0, respectively, as forfeited coupon income.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RevenueRecognition (Continued)

As of December 31, 2019, the Company had contracts for the sales of health and wellness products amounting to $1,484,614 which is expected to fulfill within 12 months from December 31, 2019.

Disaggregated information of revenues by products are as follows:

	For the years ended
	December 31, 2019		December 31, 2018
Survivor Select	$	243,075	$	2,520,204
Energized Mineral Concentrate		599,642		3,004,479
Ionized Cal-Mag		94,535		1,116,437
Omega Blend		723,443		1,666,296
BetaMaxx		217,025		2,490,573
Vege Fruit Fiber		167,566		751,073
Iron		-		71,790
Young Formula		394,767		1,766,914
Organic Youth Care Cleansing Bar		237,530		87,025
Mitogize		254,622		375,724
No. 1 MED		440,145		543,247
Trim+		767,009		-
Total revenues	$	4,139,359	$	14,393,762

Costof Revenues

Cost of revenue includes freight-in and the purchase cost of manufactured goods for sale to customers.

Shippingand Handling

Shipping and handling charges amounted to $13,801 and $8,304 for the years ended December 31, 2019 and 2018. Shipping and handling charges are expensed as incurred and included in selling expenses.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

AdvertisingCosts

Advertising costs amounted to $267,543 and $26,110 for the years ended December 31, 2019 and 2018, respectively. Advertising costs are expensed as incurred and included in selling expenses.

CommissionExpenses

Commission expenses are the Company’s most significant expenses. As with all companies in the multi-level marketing industry, the Company’s sales channel is external to the Company. The Company’s “external sales force” is stratified into two levels based on priority recruitment. First, there are sales distributors. Second, all members recruited by a sales distributor, directly or indirectly, are referred to as “sales network members”. The Company pays commission to every sales distributor based on purchases made by its sales network members which includes the independent direct sales members. The Company also pays commissions to “stockists” who act as sales agents. Stockists only entitle to a straight commission and no sales network members working under them. Commission expenses amounted to $1,611,172 and $7,045,419 for the years ended December 31, 2019 and 2018, respectively.

DefinedContribution Plan

The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $129,669 and $92,022 for the years ended December 31, 2019 and 2018, respectively.

The related contribution plans include:

-	Social<br> Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;
-	Employees<br> Provident Fund (“EPF”) – 12% or 13% based on employee’s monthly salary above or below RM 5,000;
-	Employment<br> Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;
-	Human<br> Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

OperatingLeases

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Company are currently classified as operating leases. The Company records the total expenses on a straight-line basis over the lease term.

| F-14 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Salesand Service Tax (“SST”) and Goods and Services Tax (“GST”)

There was a change in tax regulations affecting sales tax of the Company during the reporting periods. The Goods and Services Tax (“GST”) was enforced from April 1, 2015 to June 1, 2018, where goods and services were subjected to a standard GST rate of 6%. The Malaysian tax authorities reverted to the Sales and Service Tax (“SST”) on September 1, 2018. The standard SST rates on products and services are 10% and 6%, respectively. Revenue represents the invoiced value of service or products, net of SST or GST where applicable.

IncomeTaxes

The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended December 31, 2019 and 2018. The tax returns filed in 2017 to 2019 are subject to examination by any applicable tax authorities.

ComprehensiveIncome (Loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RelatedParties

Parties, which can be a company or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Earnings(Loss) Per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

RecentlyIssued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations, as follow:

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. In September 2017, the FASB issued ASU No. 2017-13, which to clarify effective dates that public business entities and other entities were required to adopt ASC Topic 842 for annual reporting. ASU No. 2017-13 also amended that all components of a leveraged lease be recalculated from inception of the lease based on the revised after tax cash flows arising from the change in the tax law, including revised tax rates. The difference between the amounts originally recorded and the recalculated amounts must be included in income of the year in which the tax law is enacted. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these companies is for fiscal years beginning after December 15, 2020. ASU 2016-02 is effective for the Company for annual and interim reporting periods beginning January 1, 2021 as the Company is qualified as a smaller reporting company. The Company is expected to record the operating lease right-of-use assets and lease liabilities upon adoption.

| F-16 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RecentlyIssued Accounting Pronouncements (Continued)

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In August 2018, the FASB has issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements of Fair Value Measurement. This amendment modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits, with the primary purpose to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by US GAAP. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this ASU on January 1, 2020 did not have a material effect on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company is currently evaluating the impact ASU 2019-05 may have on its consolidated financial statements.

| F-17 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

2 -	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RecentlyIssued Accounting Pronouncements (Continued)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

3 -	VARIABLE INTEREST ENTITY (“VIE”)

SEA is a trading company incorporated on March 4, 2004, under the laws of in Malaysia. SEA provided all of the Company’s purchases. Its equity at risk was insufficient to finance its activities and 100% of its business is transacted with the Company. Therefore it was considered to be a VIE and the Company is the primary beneficiary since it has both of the following characteristics:

a.	The<br> power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
b.	The<br> obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from<br> the VIE that could potentially be significant to the VIE.

Accordingly, the accounts of SEA are consolidated in the accompanying consolidated financial statements.

| F-18 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

3 -	VARIABLE INTEREST ENTITY (“VIE”) (Continued)

The carrying amount of the VIE’s assets and liabilities were as follows:

	December 31, 2019			December 31, 2018
Current assets	$	572,469		$	243,766
Current liabilities		(547,627	)		(216,187	)
Net assets	$	24,842		$	27,579
	December 31, 2019		December 31, 2018
---	---	---	---	---
Current liabilities:
Accounts payable	$	520,786	$	-
Other payables and accrued liabilities		4,896		978
Other payables - related party		993		984
Customer deposits		20,912		214,199
Taxes payable		40		26
Total current liabilities	$	547,627	$	216,187

The summarized operating results of the VIE’s are as follows:

	For the Year Ended <br> December 31, 2019			For<br> the Year Ended <br> December 31, 2018
Operating revenues	$	1,382,516		$	883,216
Gross profit	$	47,800		$	138,508
Income from operations	$	26,613		$	119,849
Net income (loss)	$	(2,956	)	$	144,042

| F-19 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

4-	INVENTORIES

Inventories consist of the following:

	December 31, 2019		December 31, 2018
Finished goods	$	552,901	$	137,553
5 -	PREPAYMENTS AND OTHER ASSETS
---	---

Prepayments and other assets consist of the following:

	December 31, 2019		December 31, 2018
Deposits to suppliers	$	396,731	$	429,456
Deposits to service providers		88,149		39,394
Total	$	484,880	$	468,850
6 -	PROPERTY AND EQUIPMENT, NET
---	---

Property and equipment, net consist of the following:

	December 31, 2019			December 31, 2018
Computer equipment	$	91,696		$	83,890
Office equipment, furniture & fixtures		143,938			142,152
Leasehold improvements		210,472			209,414
Vehicle		100,709			99,778
Subtotal		546,815			532,234
Less: accumulated depreciation and amortization		(182,211	)		(105,614	)
Total	$	364,604		$	429,620

Depreciation expense for the years ended December 31, 2019 and 2018 amounted to $74,702 and $28,715, respectively.

| F-20 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

7 -	INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	December 31, 2019			December 31, 2018
Computer software	$	139,798		$	135,916
Less: accumulated depreciation and amortization		(132,206	)		(124,889	)
Total	$	7,592		$	11,027

Amortization expense for the years ended December 31, 2019 and 2018 amounted to $6,077 and $5,709, respectively.

8 -	OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	December 31, 2019		December 31, 2018
Payables to non-trade vendors and service providers	$	252,902	$	968,547
9-	RELATED PARTY BALANCES AND TRANSACTIONS
---	---

Otherreceivable – related parties

Name of Related Party	Relationship	Nature	December 31, 2019		December 31, 2018
Agape Singapore	Mr. How Kok Choong, the CEO and director of the Company	Fees paid for Agape Singapore	$	10,586	$	10,490
How Academy Sdn. Bhd.	Mr. How Kok Choong, the director of the Company	Fees paid for How Academy		23,004		-

| F-21 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

9 -	RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

OtherReceivable – Related Parties (Continued)

Name of Related Party	Relationship	Nature	December 31, 2019		December 31, 2018
Redboy Picture Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to Redboy for business operational fees	$	132,141	$	-
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to TH3 for business expenses		68,211		-
Dato Sri How	Principal Owner, Board and CEO of the Company	Expenses paid for Dr. How		-		104,735
Total			$	233,942	$	115,225

Prepayment- Related Party

Name of Related Party	Relationship	Nature	December 31, 2019		December 31, 2018
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Prepayment for Purchase	$	-	$	214,701
Total			$	-	$	214,701

AccountsPayable - Related Party

Name of Related Party	Relationship	Nature	December 31, 2019		December 31, 2018
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchase	$	520,786	$	-
Total			$	520,786	$	-

| F-22 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

9 -	RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

OtherPayables - Related Parties

Name of Related Party	Relationship	Nature	December 31, 2019		December 31, 2018
Agape Superior Living Pty Ltd, Taiwan	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing Label fees	$	12,104	$	4,376
Total			$	12,104	$	4,376

Purchases

Name of Related Party	Relationship	Nature	For the<br> <br>Year ended<br> <br>December 31, 2019		For the<br> <br>Year ended December 31, 2018
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchases	$	1,268,670	$	685,288
Total			$	1,268,670	$	685,288

10 -	TAXES

IncomeTax

Agape Superior Living Sdn Bhd and Agape S.E.A. are governed by the income tax laws of the Malaysia and the income tax provision in respect to operations in the Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of the Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less and that are not part of a group containing a company exceeding this capitalization threshold) is 17% and 18% for the first RM 500,000 (or approximately $125,000) income for the years ended December 31, 2019 and 2018, respectively, with the remaining balance being taxed at the 24% rate.

| F-23 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

10 -	TAXES (Continued)

Tax savings amounted to $0 and $7,443 for the years ended December 31, 2019 and 2018, respectively.

Significant components of the provision (benefit) for income taxes are as follows:

****	For the year ended December 31, 2019		****	For the year ended December 31, 2018
Current	$	(61,402	)	$	580,734
Deferred		(250,822	)		16,814
Provision (benefit) for income taxes	$	(312,224	)	$	597,548

The following table reconciles the statutory rates to the Company’s effective tax rate:


Statutory rate	24.0	%	24.0	%
Preferential tax rate reduction	(0.8	)%	(0.3	)%
Permanent difference	(0.4	)%	(0.5	)%
Effective tax rate	22.8	%	23.2	%

The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company within Malaysia tax jurisdiction as of:

	As of			As of
	December 31, 2019			December 31, 2018
Deferred tax assets:
Net operating loss carry forwards	$	260,479		$	-
Deferred tax liabilities:
Deprecation		(25,682	)		(18,901	)
Deferred tax assets (liabilities), net	$	234,797		$	(18,901	)

As of December 31, 2019, the company has a net operating loss (“NOL”) of approximately $1.1 million which may reduce future taxable income. The NOL will expire in 2026.

| F-24 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

10 -	TAXES (Continued)

The following table contains the detail of prepaid taxes:

	December 31, 2019		December 31, 2018
Prepaid income taxes	$	1,173,122	$	158,002
Prepaid GST taxes		8,841		30,196
Total	$	1,181,963	$	188,198

UncertainTax Positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incurred interest and penalties tax for the years ended December 31, 2019 and 2018.

11 -	CONCENTRATION OF RISK

(a) Major Customers

For the year ended December 31, 2019 and 2018, no major customer accounted for 10% or more of the company’s total sales.

(b) Major Vendors

For the years ended December 31, 2019 and 2018, one related party vendor accounted for approximately 99.7% and 83.5% of the Company’s total purchases, respectively.

As of December 31, 2019, one related party vendor accounted for 100% of the total balance of accounts payable.

For the year ended December 31, 2019, one sales distributor accounted for approximately 16.2% of the Company’s total commission expense. For the year ended December 31, 2018, one sales distributor accounted for approximately 14.9% of the Company’s total commission expense.

| F-25 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

11 -	CONCENTRATION OF RISK (Continued)

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2019 and 2018, $858,592 and $1,249,141 were deposited with financial institutions located in Malaysia, respectively, $651,418 and $1,111,897 of these balances are over the Perbadanan Insurans Deposit Malaysia (PIDM) limit and not covered by insurance as PIDM insures each depositor per each member bank up to RM 250,000 (approximately $62,000) if the bank with which an individual/a company hold its eligible deposit fails. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

(e) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

12 -	SHAREHOLDERS’ EQUITY

Dividends

During the year ended December 31, 2018, the directors of the Company declared and paid $3,292,466 (RM 13,210,000) to the Company’s shareholders.

CapitalContributions

On December 16, 2019, Dato Sri How, the CEO and director of the Company, agreed to treat the $1,977,271 (RM 8,090,598) loans payable to him as share capital contributions to the Company. As a result, the Company reclassified the $1,977,271 loans payable to him to share capital by the issuance of 8,090,598 additional ordinary shares at RM 1.00 each in the Company to him.

| F-26 |

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AGAPESUPERIOR LIVING SDN. BHD.

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

13 -	COMMITMENTS AND CONTINGENCIES

LeaseCommitments

The Company has entered into five non-cancellable operating lease agreements for one office space, one sales and training center, two distribution centers and one employee apartment. The Company’s commitment for minimum lease payments under these operating leases as of December 31, 2019 for the next five years is as follow:

Twelve Months Ending <br>December 31,	Minimum <br>Lease Payment
2020	$	178,035
2021		169,077
2022		165,836
2023		81,753
Thereafter		-
Total minimum payments required	$	594,701

Rent expense for the years ended December 31, 2019 and 2018 was $175,755 and $125,309, respectively.

Contingencies

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.

14 -	SUBSEQUENT EVENTS

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in Malaysia. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Malaysia economies and, as such, the Company is unable to determine if it will have a material impact to its operations.

The Company is in negotiations with Agape ATP Corporation (“Agape”), a company incorporated in Nevada, the United States, and listed and traded on the OTC Market to be acquired for stock of Agape. The Company is anticipating to close this transaction during May 2020. The shareholders of the Company, How Kok Choong, Lim Ah Yew @ Lim Soo Yew, and Lor Keat Yoon, (collectively, the “Sellers”) and Agape (the “Purchaser”) will enter into an agreement, pursuant to which the Sellers will sell their 100% interest in the Company to Agape in exchange for the common stock of Agape and other considerations as stated in the agreement.

| F-27 |

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Exhibit99.2

AGAPEATP CORPORATION

UNAUDITEDPRO FORMA COMBINED BALANCE SHEET

Asof December 31, 2019

			Agape Superior			Pro Forma				Pro Forma
			Living Sdn. Bhd.			Adjustments			Note	Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	2,744,457		$	1,030,829		$	74,142		(a)	$	3,849,428
Accounts receivable - related party	520,786			-			(520,786	)	(c)		-
Other receivables	-			34,672			-				34,672
Other receivables - related parties	-			233,942			656,495		(a)		233,942
							(656,495	)	(b)
Inventories	-			552,901			(38,271	)	(d)		514,630
Amount due from a related party	2,217			-			-				2,217
Prepaid taxes	-			1,181,963			-				1,181,963
Prepayments and deposits	269,193			484,880			-				754,073
Total current assets	3,536,653			3,519,187			(484,915	)			6,570,925
OTHER ASSETS
Property and equipment, net	-			364,604			-				364,604
Intangible assets, net	-			7,592			-				7,592
Investment in marketable securities	66,484			-			-				66,484
Investment in non-marketable securities	732,137			-			(730,637	)	(a)		1,500
Deferred taxes asset, net	-			234,797			-				234,797
Total other assets	798,621			606,993			(730,637	)			674,977
TOTAL ASSETS	4,335,274		$	4,126,180		$	(1,215,552	)		$	7,245,902
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	2,790		$	-		$	-			$	2,790
Accounts payable - related party	-			520,786			(520,786	)	(c)		-
Customer deposits	-			1,632,747			-				1,632,747
Other payables and accrued liabilities	77,246			252,902			-				330,148
Other payables - related parties	-			12,104			-				12,104
Amount due to a director	3,952			-			-				3,952
Total current liabilities	83,988			2,418,539			(520,786	)			1,981,741
TOTAL LIABILITIES	83,988			2,418,539			(520,786	)			1,981,741
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding	-			-			-				-
Common stock, par value 0.0001; 1,000,000,000 shares authorized, 376,438,194 shares issued and outstanding	37,628			-			16		(b)		37,644
Ordinary shares, no par value, 9,590,598 shares issued and outstanding	-			2,372,008			(2,372,008	)	(b)		-
Additional paid-in capital	5,293,082			-			1,057,492		(b)		6,344,212
							(6,362	)	(b)
Accumulated deficit	(1,089,209	)		(740,004	)		740,004		(b)		(1,127,480	)
							(38,271	)	(d)
Accumulated other comprehensive income	9,785			75,637			(75,637	)	(b)		9,785
TOTAL STOCKHOLDERS’ EQUITY	4,251,286			1,707,641			(694,766	)			5,264,161
TOTAL STOCKHOLDERS’ EQUITY AND LIABILITIES	4,335,274		$	4,126,180		$	(1,215,552	)		$	7,245,902

All values are in US Dollars.

Note

(a)	To<br> record the sales of 17.86% ownership interest in Unreserved Sdn Bhd with carrying value of $730,637 to Mr. How Kok Choong,<br> the CEO and director of Agape ATP Corporation (“AATP”).
(b)	To<br> record the acquisition of 9,590,596 ordinary shares of Agape Superior Living Sdn. Bhd. (“ASL”) with total consideration<br> of $1,714,003 (approximately MYR 7.4 million), of which, $656,495 (approximately MYR 2.8 million) to be offset with receivable<br> from Mr. How Kok Choong, the CEO and director of AATP and 162,694 shares of common stock of AATP to be issued determined<br> using the closing price of AATP on March 31, 2020 at $6.5 per share, valued at $1,057,508.
(c)	To<br> eliminate intercompany receivable and payable balances.
(d)	To<br> eliminate intercompany gross profit generated from sales of AATP to ASL remained at ASL inventories.

| 1 |

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AGAPEATP CORPORATION

UNAUDITEDPRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

Forthe Year Ended December 31, 2019

	Agape ATP			Agape Superior			Pro Forma				Pro Forma
	Corporation			Living Sdn. Bhd.			Adjustments			Note	Combined
REVENUE	$	-		$	4,139,359		$	-			$	4,139,359
REVENUE - INTERCOMPANY		1,290,131			-			(1,290,131	)	(a)		-
COST OF REVENUE		(1,200,829	)		(857,250	)		1,251,860		(a)		(806,219	)
GROSS PROFIT		89,302			3,282,109			(38,271	)	(a)		3,333,140
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(489,724	)		(4,678,023	)		-				(5,167,747	)
LOSS FROM OPERATIONS		(400,422	)		(1,395,914	)		(38,271	)			(1,834,607	)
TOTAL OTHER INCOME (EXPENSES), NET		(322,670	)		24,196			-				(298,474	)
LOSS BEFORE INCOME TAXES		(723,092	)		(1,371,718	)		(38,271	)			(2,133,081	)
BENEFIT FOR INCOME TAXES		6,965			312,224			-				319,189
NET LOSS		(716,127	)		(1,059,494	)		(38,271	)			(1,813,892	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		11,079			(5,471	)		-				5,608
COMPREHENSIVE LOSS	$	(705,048	)	$	(1,064,965	)	$	(38,271	)		$	(1,808,284	)
NET LOSS PER SHARE
Basic and diluted	$	(0.00	)	$	(6.51	)					$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		376,275,500			162,694							376,438,194

Note

(a)	To eliminate intercompany revenue, cost of revenue<br> and gross profit.

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