ATPC 10-Q
Agape ATP Corp (ATPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
(Title of Class)
(Name of exchange on which registered)
(Ticker Symbol)
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
Emerging
growth company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 10, 2026 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| ITEM 1. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
| Unaudited Condensed Consolidated Balance Sheets | F-1 | |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss | F-2 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity | F-3 | |
| Unaudited Condensed Consolidated Statements of Cash Flows | F-4 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | F-5 - F-39 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 |
| ITEM 4. | CONTROLS AND PROCEDURES | 12 |
| PART II | OTHER INFORMATION | |
| ITEM 1 | LEGAL PROCEEDINGS | 14 |
| ITEM 1A | RISK FACTORS | |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 14 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 14 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 14 |
| ITEM 5 | OTHER INFORMATION | 14 |
| ITEM 6 | EXHIBITS | 14 |
| SIGNATURES | 15 |
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
AGAPE ATP CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
June 30, 2026 (Unaudited) | December 31, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash
equivalents (Included $ | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivable | ||||||||
| Amount due from related parties | ||||||||
| Inventories | ||||||||
| Prepaid taxes | ||||||||
| Prepayments and deposits | ||||||||
| Current assets of discontinued operations | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Finance lease assets | ||||||||
| Operating right-of-use assets | ||||||||
| Investment in marketable securities | ||||||||
| Deferred offering costs | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Customer deposits | ||||||||
| Operating lease liabilities, current | ||||||||
| Other payables and accrued
liabilities ($ | ||||||||
| Other payable – related parties | ||||||||
| Finance lease liabilities, current | ||||||||
| Income tax payable | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total Current Liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Finance lease liabilities, non-current | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| Total Non-Current Liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 21) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common Stock, par value $; and shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.* | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL AGAPE ATP CORPORATION STOCKHOLDERS’ EQUITY | ||||||||
| NON-CONTROLLING INTERESTS | ( | ) | ||||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
AGAPE ATP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| SELLING | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| COMMISSION | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GENERAL AND ADMINISTRATIVE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Interest income | ||||||||||||||||
| Unrealized holding (loss) gain on marketable securities | ( | ) | ( | ) | ||||||||||||
| Exchange gain (loss), net | ( | ) | ( | ) | ||||||||||||
| Gain on disposal of assets | ||||||||||||||||
| TOTAL OTHER INCOME, NET | ||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||||||
| INCOME TAX EXPENSE | ||||||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME FROM DISPOSAL OF DISCONTINUED OPERATIONS | ||||||||||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO AGAPE ATP CORPORATION | ( | ) | ( | ) | ( | ) | ||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| EARNINGS (LOSS) PER SHARE* | ||||||||||||||||
| Basic and diluted – continuing operations | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Basic and diluted – discontinued operations | $ | $ | ) | $ | $ | ) | ||||||||||
| Net earnings (loss) per share | $ | $ | ) | $ | ) | $ | ) | |||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING* | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
AGAPE ATP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| COMMON
STOCK* | TREASURY STOCK | ADDITIONAL | ACCUMULATED OTHER | NON- | TOTAL | |||||||||||||||||||||||||||||||
| Number of shares | Par value | Number of shares | Par value | PAID
IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | CONTROLLING INTERESTS | STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock | - | |||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss from discontinued operations | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Net loss from continuing operations | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss from discontinued operations | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| COMMON STOCK* | TREASURY STOCK | ADDITIONAL | ACCUMULATED OTHER | NON- | TOTAL | |||||||||||||||||||||||||||||||
Number of shares | Par value | Number of shares | Par value | PAID IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE LOSS | CONTROLLING INTERESTS | STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Net loss from continuing operations | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss from discontinued operations | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Net income from continuing operations | - | - | ||||||||||||||||||||||||||||||||||
| Income from disposal of discontinued operations | - | - | ||||||||||||||||||||||||||||||||||
| Net loss from discontinued operations | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Elimination of NCI upon disposal of subsidiary | - | - | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
AGAPE ATP CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”)
For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Income from disposal of discontinued operations | ||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of finance lease assets | ||||||||
| Amortization of operating right-of-use assets | ||||||||
| Unrealized holding (gain) loss on marketable securities | ( | ) | ||||||
| Unrealized exchange gain | ( | ) | ||||||
| Inventory write-off | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | ||||||||
| Amount due from related parties | ||||||||
| Inventories | ||||||||
| Prepaid taxes | ( | ) | ||||||
| Prepayments and deposits | ( | ) | ||||||
| Other receivables | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable – related parties | ||||||||
| Customer deposits | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Other payables – related parties | ||||||||
| Amount due to directors | ||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceed from disposal of subsidiary | ||||||||
| Advances for investment | ( | ) | ||||||
| Net cash provided by (used in) investing activities from continuing operations | ( | ) | ||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Advance from director | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | ||||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| Cash and cash equivalents from continuing operations, beginning of period | ||||||||
| Cash and cash equivalents from discontinued operations, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| Cash and cash equivalents from continuing operations, end of period | ||||||||
| Cash and cash equivalents from discontinued operations, end of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
| Income taxes paid from continuing operations | $ | $ | ||||||
| Income taxes paid from discontinued operations | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
Agape ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016.
Agape ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan, Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia on August 8, 2003.
AATP
LB is an investment holding company with
On
May 8, 2020, the Company entered into a Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company to acquire
ordinary shares, no par value, equivalent to approximately
On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd. (“WATP”), a wholly owned subsidiary under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. On July 4, 2024, the entity changed its name to Cedar ATPC Sdn. Bhd. (“CEDAR”).
On November 25, 2024, CEDAR increased its number of ordinary shares to shares at RM per share.
On
November 11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third
party which AATP LB owns
The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the overall health system of the human body and various wellness programs.
The
Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy. This initiative
is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends.
On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise
(M) Sdn. Bhd. (“OIE”), which the Company and OIE each own
On September 19, 2024, AGE increased its number of ordinary shares to shares at RM per share.
On January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd (“ATPC Exim”). However, the Company had decided not to proceed with the continued development of ATPC Exim. There is no impact to the Group’s operation.
On December 25, 2024, the Company incorporated ATPC Technology Private Limited (“ATPC Tech”) in China, a wholly owned subsidiary of AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
| F-5 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND (Continued)
Details of the Company’s subsidiaries and VIE:
| Subsidiary company name | Place and date of incorporation | Particulars of issued capital | Principal activities | Proportional of ownership interest and voting power held | ||||||
| 1. | Agape ATP Corporation | |||||||||
| 2. | Agape ATP International Holding Limited | |||||||||
| 3. | Agape Superior Living Sdn. Bhd. | |||||||||
| 4. | Agape S.E.A. Sdn. Bhd. | VIE | ||||||||
| 5. | Cedar ATPC Sdn. Bhd. (formerly known as Wellness ATP International Holdings Sdn. Bhd.) | |||||||||
| 6. | ATPC Green Energy Sdn. Bhd. (Formerly known as OIE ATPC Holdings (M) Sdn. Bhd.) | |||||||||
| 7. | OIE ATPC Exim (M) Sdn. Bhd. |
|
||||||||
| 8. | ATPC Technology Private Limited |
| F-6 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND (Continued)
Business Overview
The
Company is a provider of health and wellness products and advisory services in the Malaysian market. The Company pursue the mission of
helping people to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products
to distributors and customers who seek a healthy lifestyle. The Company believe the quality of the products coupled with the effectiveness
of the distribution network have been the primary reasons for the success and will allow the Company to pursue future business expansion.
In order to further the supply chain, on May 8, 2020, the Company acquired
ASL offers two series of products: ATP Zeta Health Program and E.A.T.S. The ATP Zeta Health Program is a health program designed to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians. The Easy and Tasty Series (“E.A.T.S”) is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.
The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated CEDAR. Upon its establishment, CEDAR started collaborating with ASL to carry out various wellness programs.
AGE delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieve energy efficiency and carbon neutrality for a healthier environment.
ATPC Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
| F-7 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The interim unaudited financial information as of June 30, 2026 and for the three and six months ended June 30, 2026 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U. S. GAAP, have been omitted pursuant to those rules and regulations. The interim unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on April 13, 2026.
In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of June 30, 2026, its unaudited results of operations for the three and six months ended June 30, 2026, and its unaudited cash flows for the six months ended June 30, 2026, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its variable interest entity (“VIE”) over which the Company exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIE have been eliminated upon consolidation.
Going Concern
As
disclosed in the Company’s unaudited condensed consolidated financial statements, the Company incurred a net loss of $
The
Company had current assets of $
These conditions raised substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.
The Company’s liquidity is based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations and capital expansion needs. The Company’s ability to continue as a going concern is dependent on management’s ability to increase its revenue while controlling operating cost and expense to generate positive operating cash flow and obtain financing from outside sources and invest in new opportunities to generate financial return to the Company.
The Company believes these actions will improve the Company’s financial position, However, there can be no assurance that these plans and arrangements can be successfully executed and the outcome of these plans are uncertain.
Principles of consolidation
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. As of and for the three months ended June 30, 2026, Agape S.E.A., the only VIE of the Company has no significant operations.
Use of estimates
The preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, valuation allowance for deferred tax assets, allowance for credit loss, allowance for estimation of coupon redemption and the assumptions used in the valuation of the derivative financial instruments. Actual results could differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less.
| F-8 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounts receivable, net
Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due on credit term. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit loss is recorded in the period when a loss is probable based on an assessment of collectivity by reviewing accounts receivable on a collective basis where similar characteristics exist, primarily base on similar business line, service or product offerings and on an individual basis when the Company identifies specific customers with known disputes or collectivity issues. In determining the amount of the allowance for credit loss, the Company considers historical collectivity based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Accounts receivable balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of June 30, 2026 and December 31, 2025, allowance for credit loss were recorded.
Inventories
Inventories
consist of raw materials and finished goods and are stated at the lower of cost or net realizable value using the first-in first-out
method. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements
and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs
exceed expected net realizable value. For the three months ended June 30, 2026 and 2025, the Company did
Prepaid taxes
Prepaid taxes include prepaid income taxes that will either be refunded or utilized to offset future income tax.
Prepayments and deposits, net
Prepayments
and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases or service providers for future services.
This amount is refundable and bears no interest. For any prepayments and deposits determined by management that such advances will not
be in receipts of inventories, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management
reviews its prepayments and deposits 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 credit loss after management has determined that the likelihood of
collection is not probable. The Company’s management continues to evaluate the reasonableness of the allowance policy and update
it if necessary. There were no allowance for credit loss written-off during the three and six months ended June 30, 2026 and 2025. There
were $
Property and 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:
| F-9 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| Classification | Useful Life | |
| Computer and office equipment | ||
| Furniture & fixtures | ||
| Motor vehicle | ||
| Leasehold improvements |
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.
Intangible assets, 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 |
Impairment for 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 June 30, 2026 and December 31, 2025, no impairment of long-lived assets was recognized.
Investment in marketable equity securities
The Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Investments in marketable equity securities (non-current) are reported at fair value with changes in fair value recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss in the caption of “unrealized holding gain (loss) on marketable securities” in each reporting period.
Investment in non-marketable equity securities
The Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Asset and Financial Liabilities. Due to the Company’s non-marketable equity securities (non-current) does not qualify for the practical expedient to estimate fair value in accordance with ASC 820-10-35-59, the Company has selected to record its investments in non-marketable equity securities (non-current) at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issue.
| F-10 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluated whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (i) A significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; (ii) A significant adverse change in the regulatory, economic, or technological environment of the investee; (iii) A significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; (iv) A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; and (v) Factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. If the qualitative assessment indicators indicated that the non-marketable equity securities (non-current) is deemed to be impaired, the Company would recognize the impairment loss equal to the difference between the fair value of the investment and its carrying amount.
Customer deposits
Customer deposits represent amounts advanced by customers on product orders and unapplied unexpired coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.
Revenue recognition
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require 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 ASU requires the use of a 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.
| F-11 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Sales of Skin Care and Health products
- Performance obligations satisfied at a point in time
The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the skin care and health products are transferred to its customer at the Company’s office or shipment of the goods. 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.
Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.
For
the three months ended June 30, 2026 and 2025, revenues from products for the skin care and health products were $
For
the three months ended June 30, 2026 and 2025, the Company recognized $
The
Company had contracts for the sales of health products amounting to $
Sales of products for the provision of complementary health therapies
- Performance obligations satisfied at a point in time
Products for the provision of complementary health therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable diseases.
The Company prescribes the products for complementary health therapies based on health screening test reports and delivers the products to the customers during the consultation session.
For
the three months ended June 30, 2026 and 2025, revenues from products for the provision of complementary health therapies were $
For the three months ended June 30, 2026 and 2025, revenues from health
and wellness services were $
Sales of products and services for the operations in green energy
- Performance obligations satisfied over time
The Company provides products, technical knowledge and solutions for sustainability and energy savings. The Company delivers the products to the customers and enhances the products that the customer controls. The products that the Company creates have no alternative use to the Company. The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue based on the percentage of cost incurred.
For
the three months ended June 30, 2026 and 2025, revenues from operation in green energy were $ and $
| F-12 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Disaggregated information of revenues by products are as follows:
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Energized Mineral Concentrate | $ | $ | $ | $ | ||||||||||||
| LIVO 5 | ||||||||||||||||
| Soy Protein Isolate Powder | ||||||||||||||||
| Mix Soy Protein Isolate Powder with Black Sesame | ||||||||||||||||
| Skin care and healthcare products | ||||||||||||||||
| Green Energy | ||||||||||||||||
| Total revenues - products | ||||||||||||||||
| Discontinued operations – Others – Products for the provision of complementary health therapies | ||||||||||||||||
| Discontinued operations - Health and Wellness services | ||||||||||||||||
| Total revenues - products and services | $ | $ | $ | $ | ||||||||||||
Cost of revenue
Cost
of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers. For
the three and six months ended June 30, 2026, cost of revenue were $
| F-13 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Commission expenses
As
with all companies in the network 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. Top performing distributors with their own physical stores may also become stockists of the Company, whereby they
enjoy benefits such as maintaining a certain amount of the Company’s inventory on their store premises. The stockists shall account
to the Company for all products sales from their store premises as monitored through the Company’s centralized stock tracking system.
The Company pays a separate commission to stockists based on revenue generated from the stockists’ physical stores. Commission
expenses amounted to $
Selling expenses
The
Company’s selling expenses typically comprise salaries and benefits expenses, credit card processing fees, shipping and handling fees, advertisement costs and promotional expenses.
Selling expenses amounted to $
Shipping and handling
Shipping and handling charges amounted to $
Advertising costs
There were
General and administrative expenses (“G&A expenses”)
The
Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation
expenses and allowance for credit loss. G&A expenses amounted to $
Defined contribution 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 $
The related contribution plans include:
| - | Social
Security Organization (“PERKESO”) – | |
| - | Employees
Provident Fund (“EPF”) –based on employee’s monthly salary, | |
| - | Employment
Insurance System (“EIS”) – | |
| - | Human
Resource Development Fund (“HRDF”) – |
Income taxes
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 tax 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.
| F-14 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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
The Company conducts much of its business activities in Hong Kong, Malaysia and China and is subject to tax in each of these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
Comprehensive income (loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Net income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ 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.
Non-controlling interest
The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations as an allocation of the total income or loss for the periods between non-controlling interest holders and the shareholders of the Company.
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 (loss) 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 common stocks (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 common stocks 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. For the three and six months ended June 30, 2026 and 2025, there were dilutive shares.
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) from continuing operations attributable to Agape ATP Corporation | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) from discontinued operations attributable to Agape ATP Corporation | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) attributable Agape ATP Corporation | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of shares outstanding - Basic and diluted * | ||||||||||||||||
| Net income (loss) from continuing operations per share - basic and diluted | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Net income (loss) from discontinued operations per share - basic and diluted | $ | $ | ) | $ | $ | ) | ||||||||||
| Net income (loss) per share - basic and diluted | $ | $ | ) | $ | ) | $ | ) | |||||||||
| * |
| F-15 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign currencies translation and transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive loss.
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) albeit its functional currency being the primary currency of the economic environment in which the entity operates, which is the Malaysian Ringgit (“MYR” or “RM”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), similar to its functional currency. The Company’s subsidiary in China maintains its books and record in Chinese Yuan (“CNY”), similar to its functional currency. The Company’s subsidiary and VIE in Malaysia conducts its businesses and maintains its books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity. 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 sheets.
Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-end HKD : US$1 exchange rate | ||||||||
| Period-end CNY : US$1 exchange rate | ||||||||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Period-average MYR : US$1 exchange rate | ||||||||||||||||
| Period-average HKD : US$1 exchange rate | ||||||||||||||||
| Period-average CNY : US$1 exchange rate | ||||||||||||||||
| F-16 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Related parties
Parties, which can be a corporation 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.
Fair value of financial instruments
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The 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 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. | |
| ● | Level 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.
Leases
The Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopts the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Some of the Company’s leases include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in re-measurement of the right of use (“ROU”) assets and lease liabilities. Operating ROU assets and lease liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
| F-17 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.
Derivative financial instruments
Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial new investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company based on the terms of the warrant agreement to determine the warrants as equity instruments or derivative liabilities. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are classified as equity instruments, the contracts are initially measured at fair value and no subsequent measurement is required for equity instruments. The Company uses Black-Scholes Model to calculate the fair value of the warrant.
Recent accounting pronouncements
Recently issued but not yet adopted
The FASB issued ASU 2024-03 and ASU 2025-01 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and Clarifying the Effective Date” in November 2024 and January 2025 respectively. This new guidance requires disclosures of additional information of the nature of expenses included in the income statement as well as disclosures about specific expense categories in the notes to the financial statements. The requirements of the new guidance are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. This new guidance can be applied either retrospectively to any or all prior periods presented in the consolidated financial statements or prospectively to financial statements issued for reporting period after the effective date of this new guidance. The Company is currently evaluating the effect of adopting this guidance.
In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework. Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function. It also supersedes website development cost guidance, moving it to ASC 350-40. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In May 2026, the FASB issued ASU 2026-02 “Environmental Credits and Environmental Credit Obligations (Topic 818)”. This ASU creates ASC Topic 818 to establish a comprehensive framework for accounting and reporting related to environmental credits (such as emissions allowances, renewable energy certificates, and carbon offsets) and environmental credit obligations (ECO). Under ASC Topic 818, environmental credits are recognized as assets at cost based on their intended use, while costs for non-qualifying or voluntary credits are expensed as incurred. ECO liabilities are recognized when probable and measured on a gross basis using the carrying amount of credits held for the funded portion and fair value (or expected settlement cost) for the unfunded portion. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
Recently adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-04 “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The clarification is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2024-04 has no material impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods. Early adoption is permitted. The adoption of ASU 2025-05 has no material impact on the Company’s consolidated financial statements.
| F-18 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
3. VARIABLE INTEREST ENTITY (“VIE”)
SEA
is a trading company incorporated on March 4, 2004, under the laws of Malaysia. SEA provided majority of ASL’s purchases. The income
generated was insufficient to finance its activities and
| a. | The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and | |
| b. | The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
Accordingly, the accounts of SEA is consolidated in the accompanying financial statements.
The carrying amount of the VIE’s assets and liabilities were as follows:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Total current liabilities | $ | $ | ||||||
| Net deficit | $ | ( | ) | $ | ( | ) | ||
The summarized operating results of the VIE’s are as follows:
| For
the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating revenues | $ | $ | $ | $ | ||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| F-19 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. DISCONTINUED OPERATIONS
On
June 11, 2026, AATP LB disposed of its entire
The disposal of DSY Wellness met the criteria for discontinued operations under ASC 205-20. Accordingly, the operating results of DSY Wellness through June 11, 2026, together with the gain on disposal, have been presented as discontinued operations in the unaudited condensed consolidated financial statements of operations for the period ended June 30, 2026.
The carrying amount of the assets and liabilities of discontinued operations as of June 30, 2026 and December 31, 2025 consist of the following:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Account receivables, net | ||||||||
| Amount due from related parties | ||||||||
| Inventories | ||||||||
| Prepaid taxes | ||||||||
| Prepayments and deposits | ||||||||
| Total current assets | $ | $ | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | $ | $ | ||||||
| Intangible assets, net | ||||||||
| Finance lease assets | ||||||||
| Total non-current assets | $ | $ | ||||||
| Total assets of discontinued operations | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Accounts payable – related parties | ||||||||
| Customer deposits | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payable – related parties | ||||||||
| Finance lease liabilities, current | ||||||||
| Total current liabilities | $ | $ | ||||||
| Non-current liabilities | ||||||||
| Finance lease liabilities, non-current | ||||||||
| Total non-current liabilities | $ | $ | ||||||
| Total liabilities of discontinued operations | $ | $ | ||||||
| F-20 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. DISCONTINUED OPERATIONS (Continued)
The summarized operating result of discontinued operations included in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss consist of the following:
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| SELLING | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| COMMISSION | ( | ) | ( | ) | ||||||||||||
| GENERAL AND ADMINISTRATIVE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OPERATING EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Interest income | ||||||||||||||||
| TOTAL OTHER INCOME, NET | ||||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSE | ||||||||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME ON DISPOSAL OF DISCONTINUED OPERATIONS | ||||||||||||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | ||||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO AGAPE ATP CORPORATION | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING* | ||||||||||||||||
| EARNINGS PER SHARE – DISCONTINUED OPERATIONS | $ | $ | ) | $ | $ | ) | ||||||||||
| * |
| F-21 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
4. DISCONTINUED OPERATIONS (Continued)
The summarized operating cash flows of discontinued operations included in the Company unaudited condensed consolidated statements of cash flows consist of the following:
For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of finance lease assets | ||||||||
| Allowance for credit loss | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Amount due from related parties | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid taxes | ( | ) | ( | ) | ||||
| Prepayments and deposits | ||||||||
| Other receivables | ( | ) | ||||||
| Accounts payable | ||||||||
| Accounts payable – related parties | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Other payables – related parties | ( | ) | ||||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payment of finance lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in financing activities from discontinued operations | ( | ) | ( | ) | ||||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | ||||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| Cash and cash equivalents from discontinued operations, beginning of period | ||||||||
| Cash and cash equivalents from discontinued operations, end of period | $ | $ | ||||||
| Income taxes paid from discontinued operations | ||||||||
5. CASH AND CASH EQUIVALENTS
As
of June 30, 2026 and December 31, 2025, the Company has $
| F-22 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
6. ACCOUNTS RECEIVABLE, NET
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit loss | ||||||||
| Total accounts receivable, net | $ | $ | ||||||
7. INVENTORIES
Inventories consist of the following:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Finished goods | $ | $ | ||||||
For
the three months ended June 30, 2026 and 2025, there were
8. PREPAYMENTS AND DEPOSITS, NET
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deposit for investment (1) | ||||||||
| Deposits to suppliers | ||||||||
| Less: Allowance for credit loss – Prepaid expenses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| (1) |
Pursuant
to the agreement, the Company remitted a deposit of CNY
The Company continues to monitor the progress of the investment activities and will reclassify the deposit as an investment asset once a definitive transaction has been completed and the associated rights and obligations have been transferred.
Other prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases or service providers for future services. For any prepayments and deposits determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance for credit loss for such balances. Management reviews its prepayments and deposits 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 credit losses after management has determined that the likelihood of collection is not probable.
| F-23 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
8. PREPAYMENTS AND DEPOSITS, NET (Continued)
Movements of allowance for credit loss are as follows:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Write off | ( | ) | ||||||
| Exchange rate effect | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
9. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Computer and office equipment | $ | $ | ||||||
| Furniture & fixtures | ||||||||
| Motor vehicle | ||||||||
| Leasehold improvements | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation
expense for the three months ended June 30, 2026 and 2025 amounted to $
10. INTANGIBLE ASSETS, NET
Intangible assets, net, consist of the following:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Computer software | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Amortization
expense for the three months ended June 30, 2026 and 2025 amounted to $
| F-24 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
11. INVESTMENT IN MARKETABLE SECURITIES
| (i) | On
May 17, 2018, the Company purchased shares of common stock in Greenpro Capital Corp. for $ | |
| (ii) | On
July 30, 2018, the Company disposed shares of common stock in Greenpro Capital Corp. for $ | |
| (iii) | On
October 16, 2018, the Company purchased shares of common stock in Greenpro Capital Corp. for $ | |
| (iv) | On
July 19, 2022, Greenpro Capital Corp. filed a certificate of change with the Secretary of State of Nevada to | |
| (v) | On
November 3, 2020, the Company received dividend of shares of common stock in DSwiss, Inc. for $ | |
| (vi) | On
December 9, 2020, the Company received dividend of shares of common stock in DSwiss, Inc. for $ | |
| (vii) | On
September 27, 2021, the Company received dividend of shares of common stock in SEATech Ventures Corp. for $ |
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Fair value of investment in marketable securities at the beginning of period / year | $ | $ | ||||||
| Unrealized holding (loss) gain | ( | ) | ||||||
| Exchange rate effect | ( | ) | ( | ) | ||||
| Fair value of investment in marketable securities at the end of period / year | $ | $ | ||||||
12. INVESTMENT IN NON-MARKETABLE SECURITIES
| (i) | On
April 3, 2019, the Company purchased a | |
| (ii) | On
July 2, 2024, the Company purchased | |
| (iii) | On
October 15, 2025, the Company disposed |
| As of | ||||||||
| Radiance Holdings Corp. | June 30, 2026 | December 31, 2025 | ||||||
| Cost of investment at the beginning of the period / year | $ | $ | ||||||
| Transfer from investment in marketable securities | ( | ) | ||||||
| Cost of investment at the end of the period / year | ||||||||
| F-25 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
13. CUSTOMER DEPOSITS
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Customer deposits – Non-refundable | $ | $ | ||||||
| Unexpired product coupons | ||||||||
| Total | $ | $ | ||||||
Customer deposits represent amounts advanced by customers on product orders and unexpired product coupons issued to the Company’s members and distributors of its network marketing business.
14. OTHER PAYABLES AND ACCRUED LIABILITIES
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Professional fees | $ | $ | ||||||
| Promotion expenses | ||||||||
| Payroll | ||||||||
| Amounts held in eWallets | ||||||||
| Tax penalty | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
The
Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with
the Company.
| F-26 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS
Related party balances
Amount due from related parties of continuing operations
| As of | ||||||||||||
| Name of Related Party | Relationship | Nature | June 30, 2026 | December 31, 2025 | ||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | $ | $ | ||||||||||
| Total | $ | $ | ||||||||||
Amount due from related parties of discontinued operations
| As of | ||||||||||||
| Name of Related Party | Relationship | Nature | June 30, 2026 | December 31, 2025 | ||||||||
| DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”) | $ | $ | ||||||||||
| Mr. Yap Foo Ching | ||||||||||||
| Total | $ | $ | ||||||||||
Accounts payable – related parties of discontinued operations
| As of | ||||||||||||
| Name of Related Party | Relationship | Nature | June 30, 2025 | December 31, 2025 | ||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | $ | $ | ||||||||||
| SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd) | ||||||||||||
| Institute
of Complementary and Traditional Medicine (“ICTM”) | ||||||||||||
| Total | $ | $ | ||||||||||
| F-27 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)
Related party balances
Other payable - related parties of continuing operations
| As of | ||||||||||||
| Name of Related Party | Relationship | Nature | June 30, 2026 | December 31, 2025 | ||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | $ | $ | ||||||||||
| Ms. Low Mui Chin | ||||||||||||
| Mr. How Kok Choong | ||||||||||||
| Total | $ | $ | ||||||||||
Other payable - related parties of discontinued operations
| As of | ||||||||||||
| Name of Related Party | Relationship | Nature | June 30, 2026 | December 31, 2025 | ||||||||
| DSY Wellness & Longevity Center Sdn Bhd (“DSYWLC”) | $ | $ | ||||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | ||||||||||||
| Total | $ | $ | ||||||||||
Related party transactions
Purchases from continuing operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| Cedar Wellness Sdn Bhd (“CW”) | $ | $ | ||||||||||
| Total purchases | $ | $ | ||||||||||
Purchases from discontinued operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | $ | $ | ||||||||||
| SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd) | ||||||||||||
| Total purchases | $ | $ | ||||||||||
| F-28 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)
Related party transactions
Purchases from continuing operations
For the six months ended June 30 , | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| Cedar Wellness Sdn Bhd (“CW”) | $ | $ | ||||||||||
| Total purchases | $ | $ | ||||||||||
Purchases from discontinued operations
For the six months ended June 30 , | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | $ | $ | ||||||||||
| SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd) | ||||||||||||
| Institute of Complementary and Traditional Medicine (“ICTM”) | ||||||||||||
| Total purchases | $ | $ | ||||||||||
Other purchases from discontinued operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | $ | $ | ||||||||||
| SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd) | ||||||||||||
| Total other purchases | $ | $ | ||||||||||
| F-29 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)
Related party transactions
Other purchases from discontinued operations
For the six months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”) | $ | $ | ||||||||||
| SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd) | ||||||||||||
| Total other purchases | $ | $ | ||||||||||
Commission from continuing operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| Mr. How Kok Choong | $ | $ | ||||||||||
| Total commission | $ | $ | ||||||||||
| F-30 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)
Related party transactions
Commission from continuing operations
For the six months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| Mr.
How Kok Choong | $ | $ | ||||||||||
| Total commission | $ | $ | ||||||||||
Other income from continuing operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | $ | $ | ||||||||||
| Total other income | $ | $ | ||||||||||
Other income from continuing operations
For the six months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| Ando Design Sdn Bhd (“Ando”) | $ | $ | ||||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | ||||||||||||
| Total other income | $ | $ | ||||||||||
| F-31 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)
Related party transactions
Other expenses from continuing operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | $ | $ | ||||||||||
| Cedar Wellness Sdn Bhd (“CW”) | ||||||||||||
| Total other expenses | $ | $ | ||||||||||
Other expenses from discontinued operations
For the three months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”) | $ | $ | ||||||||||
| Total other expenses | $ | $ | ||||||||||
Other expenses from continuing operations
For the six months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| TH3 Holdings Sdn Bhd (“TH3”) | $ | $ | ||||||||||
| Cedar Wellness Sdn Bhd (“CW”) | ||||||||||||
| Total other expenses | $ | $ | ||||||||||
Other expenses from discontinued operations
For the six months ended June 30, | ||||||||||||
| Name of Related Party | Relationship | Nature | 2026 | 2025 | ||||||||
| DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”) | $ | $ | ||||||||||
| Total other expenses | $ | $ | ||||||||||
| F-32 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
16. STOCKHOLDERS’ EQUITY
Preferred stock
As of June 30, 2026 and December 31, 2025, there were preferred stocks authorized but were issued and outstanding.
Common stock
Pursuant
to the resolution passed at the board meeting on February 27, 2025, the Company is authorized to issue shares of common stock
at $ per share. On March 20, 2025, the Company issued shares of common stock and received net cash proceeds of $
Pursuant to the approval obtained at the annual meeting on January 30, 2026, the Company is authorized to increase the common stock from shares to shares.
As of June 30, 2026 and December 31, 2025, there were and common stocks authorized; shares issued and outstanding, respectively.
Share-based compensation
The Company has share-based compensation to the executive director. The share-based compensation expense is recorded in general and administrative expenses. The value of the share is $ a month and the number of share to issue is based on the average market price of the month. The Company will issue the share on half yearly basis.
As of June 30, 2026 and December 31, 2025, there were and shares issued respectively.
Warrants
On
October 10, 2023, the Company entered into an underwriting agreement with Network 1 Financial Securities, Inc., as underwriter named
thereof, in connection with its initial public offering (“IPO”) of shares of common stock, par value $ per
share (the “Shares”) at a price of $ per share. The Company issued Representative’s Warrants to purchase up to
The
warrants are classified as equity instruments, the contracts are initially measured at fair value and no subsequent measurement is need
for equity instruments. The Company uses Black-Scholes Model to calculate the fair value of the warrant. As of October 13, 2023 (the
“Grant Date”) the warrant was valued at $
| As of | ||||
| October 13, 2023 | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Expected life (in years) | years | |||
| Expected dividend yield | % | |||
| Fair value of warrants | $ | |||
As
of June 30, 2025, there were
| F-33 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
17. NON-CONTROLLING INTEREST
The Company’s non-controlling interest consists of the following:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| DSY Wellness: | ||||||||
| Paid-in capital | $ | $ | ||||||
| Retained loss | ( | ) | ( | ) | ||||
| Accumulated other comprehensive expense | ( | ) | ( | ) | ||||
| Elimination of NCI upon disposal of subsidiary | ||||||||
| Total | $ | $ | ( | ) | ||||
18. INCOME TAXES EXPENSES
The United States and foreign components of income (loss) before income taxes were comprised of the following:
| For
the three months ended June 30, | For
the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Tax jurisdictions from: | ||||||||||||||||
| Local – United States | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Foreign – Malaysia | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign – China | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign – Hong Kong | ( | ) | ( | ) | ||||||||||||
| Profit (loss) before income tax | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Income tax expense consisted of the following:
| For
the three months ended June 30, | For
the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Current: | ||||||||||||||||
| - Local | $ | $ | $ | $ | ||||||||||||
| - Foreign | ||||||||||||||||
| Deferred: | ||||||||||||||||
| - Local | ||||||||||||||||
| - Foreign | ||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiaries that operate in various countries: United States, Malaysia (including Labuan), Hong Kong and China that are subject to taxes in the jurisdictions in which they operate, as follows:
| F-34 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
18. INCOME TAXES EXPENSES (Continued)
United States of America
Agape
ATP Corporation was incorporated in the State of Nevada and is subject to the tax laws of the United States of America with a corporate
tax rate of
For the three and six months ended June 30, 2026 and 2025, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.
As
of June 30, 2026 and December 31, 2025, the operations in the United States of America incurred approximately $
Malaysia
Agape
ATP Corporation, Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd., Cedar ATPC Sdn Bhd., ATPC Green Energy Sdn Bhd and OIE ATPC Exim
(M) Sdn Bhd. are governed by the income taxes laws of Malaysia and the income taxes provision in respect of operations in 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 Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified
As
of June 30, 2026 and December 31, 2025, the operations in Malaysia incurred approximately $
Hong Kong
Agape
ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of
China
ATPC
Technology Private Limited is subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China
with a unified statutory income tax rate of
| F-35 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
18. INCOME TAXES EXPENSES (Continued)
The following table sets forth the significant components of the aggregate deferred tax assets of the Company:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards in U.S. | $ | $ | ||||||
| Net operating loss carry forwards in Malaysia | ||||||||
| Deferred tax liabilities from temporary difference for property and equipment in Malaysia | ( | ) | ( | ) | ||||
| Unabsorbed capital allowance carry forward in Malaysia | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
Uncertain tax 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 June 30, 2026 and December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties tax for the three and six months ended June 30, 2065 and 2025.
19. CONCENTRATIONS OF RISKS
(a) Major customers
For
the three months ended June 30, 2026, three individuals accounted for approximately
For
the six months ended June 30, 2026, no customer accounted for
As
of June 30, 2026, the Company had
(b) Major vendors
For
the three months ended June 30, 2026, two vendors accounted for
For
the six months ended June 30, 2026, two vendors accounted for
As of June 30, 2026 and December 31, 2025, the Company had accounts payable.
| F-36 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
19. CONCENTRATIONS OF RISKS (Continued)
(c) Commission Expenses to Sales Distributors and Stockists
Three sales distributors accounted for %, % and % of the Company’s commission expense for the three months ended June 30, 2026. Two sales distributors accounted for % and % of the Company’s commission expense for the three months ended June 30, 2025
For the six months ended June 30, 2026, three sales distributors accounted for %, % and % of the Company’s commission expense. For the six months ended June 30, 2025, two sales distributors accounted for % and % of the Company’s commission expense.
(d) Credit risk
As
of June 30, 2026, the Company has entrusted Bi Cheng Investment Limited (“Bi Cheng”), a company incorporated and based in
the People’s Republic of China (“PRC”) to manage a significant portion of its liquid assets, totaling approximately
$
The Company is subject to credit risk arising from the possibility that Bi Cheng may fail to fulfill its contractual obligations, including the safekeeping and liquidity of the entrusted funds. In assessing the risk, management considers the financial condition and reputation of Bi Cheng.
While the Company has contractual rights to recover the entrusted funds and conducts periodic monitoring, there can be no assurance that such funds will be fully recoverable in a timely manner due to uncertainties in the legal, regulatory, and foreign exchange frameworks in the PRC. These uncertainties may affect the Company’s ability to access or repatriate the funds, particularly in adverse economic or political conditions.
No allowance for credit loss was recorded as of June 30, 2026, as management believes that the risk of loss is not probable based on current information. However, the Company continues to monitor developments and may revise its assessment should conditions materially change.
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30,
2026, and December 31, 2025, $
Financial instruments that are potentially subject to credit risk consist of accounts receivable, cash, prepayments and deposits and amount due from related parties. The Company believes the concentration of credit risk in its account receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for credit loss based upon factors surrounding the credit risk of specific customers, historical trends and other information. Historically, the Company did not have any bad debt on its account receivable. The Company maintains its cash with financial institutions and, as such, believes the credit risk associated with cash deposits is minimal. Prepayments and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases or service providers for future services. For any prepayments and deposits determined by management that such advances will not be in receipts of inventories, services, or refundable, the Company will recognize an allowance for credit loss for such advances. Management reviews its prepayments and deposits on a regular basis to determine if the allowance for credit loss is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for credit losses after management has determined that the likelihood of collection is not probable. The amount due from related parties represents payment made by the Company on behalf of related parties, the management considers the credit risk to be low due to the related parties made repayments within reasonable timeframe.
(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, CNY and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| F-37 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
20. LEASE
Lease commitments
On
July 11, 2024, the Company leased non-commercial vehicle as lessee under finance leases with
| Components of Leases | For
the three months ended June 30, | For
the six months ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Amortization of finance lease asset | $ | $ | $ | $ | ||||||||||||
| Interest on finance lease liabilities | $ | $ | $ | $ | ||||||||||||
| Components of leases | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Operating lease | ||||||||
| Finance lease | ||||||||
| Weighted average discount rate | ||||||||
| Operating lease | % | % | ||||||
| Finance lease | % | % | ||||||
The five-year maturity of the Company’s operating lease liabilities is as follow:
| Twelve Months Ending June 30, | Operating lease liabilities | Finance lease liabilities | ||||||
| 2027 | $ | $ | ||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: interest | ( | ) | ( | ) | ||||
| Present value of lease liabilities | $ | $ | ||||||
The
Company also leases one shophouse with an expiring term of twelve months or less, which were classified as operation leases. Since the
lease terms for these leases were twelve months or less, a lessee is permitted to elect not to recognize lease assets and liabilities.
The Company has elected not to recognize lease assets and liabilities on these leases. As of June 30, 2026, the Company’s commitment
for minimum lease payment under these operating leases within the next twelve months were $
Short
term lease cost for the three months ended June 30, 2026 and 2025 was $
21. COMMITMENTS AND CONTINGENCIES
The Company has no material commitments or contingencies that are required to be disclosed. The Company has evaluated its obligations and contingencies and determined that no material commitments or contingencies exist at this time.
The Company will continue to monitor and evaluate any potential future commitments or contingencies and will disclose any material items as required.
Legal
The Company is not involved in any material legal proceedings and there are no legal matters that are required to be disclosed.
| F-38 |
AGAPE ATP CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
22. SEGMENT REPORTING
ASC 280 “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational management structure as well as information about geographical areas, business segments, and major customers in the financial statements.
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance.
Skin care and health segment includes skin care and health products.
Green energy segment includes providing renewable energy products, technical solutions, installations and maintenance services.
Wellness segment includes the provision of wellness products and health solution advisory services, has been discontinued and is classified as discontinued operations.
Operating
results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged
across our unified architecture and therefore allocated between the
The table below presents details of our reporting segments – Continuing Operations:
| For the three months ended June 30, 2026 | ||||||||||||||||
Skin
care | Green Energy | Unallocated Expenses | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating (loss) gain | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the three months ended June 30, 2025 | ||||||||||||||||
Skin
care | Green Energy | Unallocated Expenses | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating (loss) gain | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||
Skin
care | Green Energy | Unallocated Expenses | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating (loss) gain | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||
Skin
care | Green Energy | Unallocated Expenses | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating (loss) gain | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
The table below presents details of our wellness reporting segments – Discontinued operations
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total assets | $ | $ | $ | $ | ||||||||||||
The “Unallocated Expenses” category comprises corporate headquarter operations and one minor business components.
23. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of this unaudited condensed consolidated financial statements, and did not identify any events with material financial impact on the Company’s unaudited condensed consolidated financial statements.
| F-39 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated April 13, 2026 for the year ended December 31, 2025 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
Agape ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016.
Agape ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan, Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia on August 8, 2003.
AATP LB is an investment holding company with 100% equity interest in Agape ATP International Holding Limited (“AATP HK”), a company incorporated in Hong Kong.
On May 8, 2020, the Company entered into a Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company to acquire 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd., a network marketing entity incorporated in Malaysia.
On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd. (“WATP”), a wholly owned subsidiary under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. On July 4, 2024, the entity changed its name to Cedar ATPC Sdn. Bhd. (“CEDAR”).
On November 25, 2024, CEDAR increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share.
On November 11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies. On June 11, 2026, AATP LB disposed its 60% equity interest in DSY Wellness to the same independent third party pursuant to the board resolution.
| 3 |
The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed to improve the overall health system of the human body and various wellness programs.
The Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy. This initiative is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends. On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise (M) Sdn. Bhd. (“OIE”), which the Company and OIE each own 50% of the equity interest. On March 14, 2024, the Company acquired 50% of OIE ATPC Holdings (M) Sdn. Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company. On June 7, 2024, the entity changed its name to ATPC Green Energy Sdn. Bhd (“AGE”).
On September 19, 2024, AGE increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share.
On January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd (“ATPC Exim”). However, the Company had decided not to proceed with the continued development of ATPC Exim. There is no impact to the Group’s operation.
On December 25, 2024, the Company incorporated ATPC Technology Private Limited (“ATPC Tech”) in China, a wholly owned subsidiary in AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.
Results of Operation
For the three months ended June 30, 2026 and 2025
Revenue
We generated revenue of $13,693, which comprised revenue from the Company’s network marketing business of $7,996 (approximately 58.4% of revenue); $5,697 from skin care and healthcare products (approximately 41.6% of revenue) and no revenue from the operation in green energy for the three months ended June 30, 2026 as compared to $207,029, which comprised revenue from the Company’s network marketing business of $16,149 (approximately 7.8% of revenue); $55,446 from skin care and healthcare products (approximately 26.8% of revenue) and $135,434 from the operation in green energy (approximately 65.4% of revenue) for the three months ended June 30, 2025. Revenue from the Company’s network marketing business decreased by $8,153, or approximately 50.5%. Revenue from the Company’s operations in wellness and wellbeing lifestyle decreased by $49,749 or approximately 89.7% and the revenue from the operation in green energy decreased by $135,434 or 100% to $0. Total revenue decreased significantly by $193,336 or approximately 93.4%.
The decrease in revenue from the Company’s network marketing business was primarily due to limited product range available for sale compared to the prior year period. The decrease in revenue from the Company’s wellness and wellbeing lifestyle business was due to fewer wellness-related activities and programs conducted during the period, resulting in lower sales. The decrease in revenue from the Company’s operation in green energy was due to the Company did not secure any new projects during the current period.
Cost of Revenue
Cost of revenue for the three months ended June 30, 2026 amounted to $1,923 as compared to $141,661 for the three months ended June 30, 2025, a significant decrease of $139,738, or approximately 98.6%. The decrease was due to the declined in cost of revenue in the Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.
| 4 |
Gross Profit
Gross profit for the three months ended June 30, 2026 amounted to $11,770, represented a gross margin of approximately 86.0% as compared to $65,368 for the three months ended June 30, 2025, equivalent to a gross margin of approximately 31.6%. The significant increase in gross margin was due to the Company’s network marketing business contribute higher gross profit margin as compared to Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Operating Expenses
Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses (as defined below). Total operating expenses were $562,745 for the three months ended June 30, 2026, decreased by $124,157 or approximately 18.1% from $686,902 for the three months ended June 30, 2025.
Selling expenses
Selling expenses for the three months ended June 30, 2026 amounted to $30,315 as compared to $59,863 for the three months ended June 30, 2025, a decrease of $29,548, or approximately 49.4%. The Company’s selling expenses typically comprise of salaries and benefits expenses, credit card processing fees, advertisement and promotional expenses.
Commission expenses
Commission expenses were $3,397 and $16,019 for the three months ended June 30, 2026 and 2025, respectively, a significant decrease of $12,622, or approximately 78.8%. The Company pays commission in the Company’s network marketing business and the operation in wellness and wellbeing lifestyle. The decrease in commission expenses was due to the decline in revenue of network marketing business and the operation in wellness and wellbeing lifestyle.
General and administrative expenses (“G&A Expenses”)
G&A expenses for the three months ended June 30, 2026 amounted to $529,033, as compared to $611,020 for the three months ended June 30, 2025, a decrease of $81,987, or approximately 13.4%. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and other expenses. The decrease in G&A expenses was mainly due fewer activities in the operation in wellness and wellbeing lifestyle.
Other Income (Expenses), Net
For the three months ended June 30, 2026, the Company recorded an amount of $634,566 as other income, net, as compared to $13,709 other income, net, for the three months ended June 30, 2025, represented an increase of $620,857, or approximately 4,528.8%.
The net other income of $634,566 generated during the three months ended June 30, 2026 comprised of other income, net of $3,113, unrealized holding loss on marketable securities of $15,387, gain on disposal of assets of $1,813 and foreign currency exchange gain of $645,027.
The net other income of $13,709 generated during the three months ended June 30, 2025 comprised of other income, net of $6,381, interest income of $153, unrealized holding gain on marketable securities of $7,748 and foreign currency exchange loss of $573.
Income Tax (Expense) Credit
The Company did not generate taxable income and recorded $0 provision for income taxes for the three months ended June 30, 2026 and 2025, respectively.
| 5 |
Net Loss
Net gain increased by $772,683 from net loss of $623,246 for the three months ended June 30, 2025 to net gain of $149,437 for the three months ended June 30, 2026, mainly due to reasons as discussed above.
For the six months ended June 30, 2026 and 2025
Revenue
We generated revenue of $35,281, which comprised revenue from the Company’s network marketing business of $20,327 (approximately 57.6% of revenue); $14,954 (approximately 42.4% of revenue) from skin care and healthcare products and no revenue from the operation in green energy for the six months ended June 30, 2026 as compared to $243,820, which comprised revenue from the Company’s network marketing business of $42,696 (approximately 17.5% of revenue); $64,125 from skin care and healthcare products (approximately 26.3% of revenue) and $136,999 from the operation in green energy (approximately 56.2% of revenue) for the six months ended June 30, 2025. Revenue from the Company’s network marketing business decreased by $22,369, or approximately 52.4%. Revenue from the Company’s operations in wellness and wellbeing lifestyle decreased significantly by $49,171 or approximately 76.7% and the revenue from the operation in green energy decreased by $136,999 or approximately 100% to $0. Total revenue significantly decreased by $208,539 or approximately 85.5%.
The decrease in revenue from the Company’s network marketing business was primarily due to limited product range available for sale compared to the prior year period. The decrease in revenue from the Company’s skin care and healthcare products was due to fewer wellness-related activities and programs conducted during the period, resulting in lower sales. The decrease in revenue from the Company’s operation in green energy was due to the Company did not secure any new projects during the current period.
Cost of Revenue
Cost of revenue for the six months ended June 30, 2026 amounted to $7,218 as compared to $156,670 for the six months ended June 30, 2025, a significant decrease of $149,452, or approximately 95.4%.
The decrease was due to the declined in cost of revenue in the Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.
Gross Profit
Gross profit for the six months ended June 30, 2026, amounted to $28,063, represented a gross margin of approximately 79.5% as compared to $87,150 for the six months ended June 30, 2025, equivalent to a gross margin of approximately 35.7%. The increase in gross margin was due to the Company’s network marketing business contribute higher gross profit margin as compared to Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Operating Expenses
Our operating expenses consist of selling expenses, commission expenses, general and administrative expenses. Total operating expenses were $1,223,172 for the six months ended June 30, 2026, decreased by $170,991 or approximately 12.3% from $1,394,163 for the six months ended June 30, 2025.
Selling expenses
Selling expenses for the six months ended June 30, 2026 amounted to $65,087 as compared to $120,399 for the six months ended June 30, 2025, a decrease of $55,312, or approximately 45.9%, mainly due to the decrease in advertisement cost and marketing event related expenses. The Company’s selling expenses typically comprise of salaries and benefits expenses, credit card processing fees, advertisement and promotional expenses.
| 6 |
Commission expenses
Commission expenses were $7,845 and $23,964 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $16,119, or approximately 67.3%. The Company pays commission in the Company’s network marketing business and the operation in wellness and wellbeing lifestyle. The decrease in commission expenses was due to the decline in revenue of network marketing business and the operation in wellness and wellbeing lifestyle.
General and administrative expenses (“G&A expenses”)
G&A expenses for the six months ended June 30, 2026 amounted to $1,150,240, as compared to $1,249,800 for the six months ended June 30, 2025, a decrease of $99,560, or approximately 8.0%. The decrease in G&A expenses was due to fewer activities in the operation in wellness and wellbeing lifestyle. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and other expenses.
Other Income (Expenses), Net
For the six months ended June 30, 2026, the Company recorded an amount of $971,012 as other income, net, as compared to $21,194 for the six months ended June 30, 2025, represented a significant increase of $949,818 or approximately 4,481.5%.
The net other income of $971,012 generated during the six months ended June 30, 2026 comprised of other income, net of $4,869, unrealized holding loss on marketable securities of $3,155, foreign currency exchange gain of $967,485 and gain on disposal of assets of $1,813. The net other income of $21,194 generated during the six months ended June 30, 2025 comprised of other income, net of $11,996, interest income of $3,416, unrealized holding gain on marketable securities of $6,652 and foreign currency exchange loss of $870.
Income Tax Expense (Credit)
The Company did not generate taxable income and recorded $0 provision for income taxes for the six months ended June 30, 2026 and 2025, respectively.
Net Loss
Net loss decreased by $1,144,696 from net loss of $1,336,165 for the six months ended June 30, 2025 to net loss of $191,469 for the six months ended June 30, 2026, mainly due to reasons as discussed above.
Liquidity and Capital Resources
As of June 30, 2026, the Company had working capital of $21,895,248 consisting of cash and cash in bank of $45,480 as compared to working capital of $22,236,994 consisted of cash and cash in bank of $89,651 as of December 31, 2025. The Company had a net loss of $191,469 for the six months ended June 30, 2026 and accumulated deficits of $11,972,452 as of June 30, 2026 as compared to net loss of $2,307,607 for the year ended December 31, 2025 and accumulated deficits of $11,797,836 as of December 31, 2025.
The Company’s liquidity remains subject to substantial doubt regarding its ability to continue as a going concern. Although the Company had current assets of $24,834,565 as of June 30, 2026, substantially all of these assets consisted of $24,531,431 deposit paid to Bi Cheng Investment Management Limited to identify and manage investment opportunities, for which no investment had been identified as of the reporting date. Management intends to improve liquidity by increasing revenue, controlling operating costs and expenses, obtaining additional financing, and pursuing new investment opportunities. However, there can be no assurance that these plans will be successfully implemented or that they will generate sufficient cash flows to support the Company’s operations.
The following summarizes the key components of our cash flows for the six months ended June 30, 2026 and 2025:
| For
the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities from continuing operations | $ | (464,451 | ) | $ | (1,922,964 | ) | ||
| Net cash used in operating activities from discontinued operations | (40,637 | ) | (25,368 | ) | ||||
| Net cash used in investing activities from continuing operations | 144 | (23,000,000 | ) | |||||
| Net cash used in investing activities from discontinued operations | - | (660 | ) | |||||
| Net cash provided by (used in) financing activities from continuing operations | 419,466 | 23,120,241 | ||||||
| Net cash provided by (used in) financing activities from discontinued operations | (5,421 | ) | (4,563 | ) | ||||
| Effect of exchange rate on cash and cash equivalents | 1,515 | 9,044 | ||||||
| Net change in cash and cash equivalents | $ | (89,384 | ) | $ | (1,824,270 | ) | ||
| 7 |
Operating activities
Net cash used in operating activities for the six months ended June 30, 2026 was $505,088, comprised of net loss of $149,337 from continuing operations and net loss of $42,132 from discontinued operations, unrealized exchange gain of $974,569, gain on disposal of discontinued operations of $74,760, gain on disposal of assets of $1,813, the increase in prepaid taxes of $587, the decrease in account payable (including related parties) $30, the decrease in customer deposits of $14,938, the payment of operating lease liabilities of $88,993 and the net cash used in discontinued operations of $40,637. The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $1,070, amortization of finance assets of $13,518, amortization of operating right-of-use assets of $88,593, unrealized holding loss on marketable securities of $3,155, inventory write off of $2,087, the decrease in accounts receivables of $4,752, the decrease in other receivables from related parties of $61, the decrease in inventories of $2,364, the decrease in prepayments and deposits of $29,437, the decrease in other receivables of $30, the increase in other payables (including related parties) and accrued liabilities of $47,080 and the increase in amount due to directors of $648,651.
Net cash used in operating activities for the six months ended June 30, 2025 was $1,948,332, comprised of net loss of $1,285,819 from continuing operations and net loss of $50,346 from discontinued operations, unrealized holding gain on marketable securities of $6,652, the increase in prepayments and deposits of $631,794, the decrease in account payable (including related parties) $41,996, the decrease in customer deposits of $6,533, the payment of operating lease liabilities of $76,876, the decrease in other payables (including related parties) and accrued liabilities of $125,847 and the net cash used in discontinued operations of $25,368. The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of $14,900, amortization of finance assets of $12,360, amortization of operating right-of-use assets of $76,465, inventory write off of $6,897, the decrease in accounts receivables of $31,462, the decrease in other receivables from related parties of $1,626, the decrease in inventories of $5,034, the decrease in other receivables of $2,517, and the increase in amount due to directors of $101,292.
Investing activities
Net cash provided by investing activities for the six months ended June 30, 2026 was $144, which was from the proceeds of disposal of subsidiary.
Net cash used in investing activities for the six months ended June 30, 2025 was $23,000,660, which comprised of $23,000,000 for advances for investment and $660 from discontinued operations.
Financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $414,045, consisted of the advance from director of $499,893, payment of finance lease liability of $7,299, payment of deferred offering costs of $73,128 and net cash used of $5,421 from discontinued operations.
Net cash provided by financing activities for the six months ended June 30, 2025 was $23,115,678, consisted of the proceeds from issuance of common stock for $23,000,000, reduction of finance lease liability of $6,392, advance from director of $126,633 and net cash used of $4,563 from discontinued operations.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Off-Balance Sheet Arrangements
As of June 30, 2026, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Critical Accounting Estimates
The preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, allowance for deferred tax assets, allowance for credit loss, allowance for estimation of coupon redemption and the assumptions used in the valuation of the derivative financial instruments. Following are the methods and assumptions used in determining our estimates.
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Estimated allowance for inventories obsolescence
Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. For the six months ended June 30, 2026 and 2025, there were no inventory write-down; and $2,087 and $6,897 inventory write-off respectively.
Impairment of long-lived assets
Operating right-of-use assets and property, plant and equipment are stated at costs less accumulated depreciation and impairment, if any. In determining whether an asset is impaired, the Company has to exercise judgment and make estimation, particularly in assessing: (1) whether an event has occurred or any indicators that may affect the asset value; (2) whether the carrying value of an asset is not recoverable that is its carrying amount exceeds the amount of expected undiscounted future cash flows result from the use of the asset. Once it is established that impairment has occurred, the amount of impairment expense is determined as the difference between the carrying value of the asset and its estimated fair value based on a discounted cash flows approach.
As of June 30, 2026 and December 31, 2025, the carrying amounts of operating right-of-use assets amounted to $15,108 and $102,101, respectively, and property, plant and equipment amounted to $4,071 and $5,140, respectively. No impairment losses on operating right-of-use assets and property, plant and equipment were recognized as of June 30, 2026 and December 31, 2025.
Allowance for deferred tax assets
The Company conducts much of its business activities in Malaysia, Hong Kong and China and is subject to tax in each of these jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets relating to certain temporary differences and tax losses are recognized as management considers it is more likely than not that future taxable profit will be available against which the temporary differences or tax losses can be utilized. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred tax assets and taxation in the periods in which such estimate is changed.
Allowance for credit loss
The Company estimates and records an allowance for credit loss related to its accounts receivable. Credit losses are determined by Current Estimate of Expected Credit Losses model in accordance with Topic 326 – Financial Instruments – Credit Losses. For accounts receivable, the Company considers the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.
Allowance for estimation of coupon redemption
The Company offers various coupon programs to customers, which result in the potential redemption of coupons against future purchases. The estimation of coupon redemption requires assumptions. This estimate is based on historical redemption patterns, customer behavior trends, and the terms and conditions of the coupon programs. Management considers factors such as the type of coupon, the period of validity that could influence redemption rates. The Company makes estimates about the likelihood and timing of coupon redemptions, which may vary based on changing customer behavior and economic conditions. If the actual redemption rate differs from the estimated rate, it could impact the redemption liability and related expenses in future periods. The allowance for coupon redemption is regularly reviewed and adjusted as more information becomes available to ensure that it reflects the expected redemption accurately.
Assumptions used in the valuation of the derivative financial instruments
The Company issued Representative’s Warrants to purchase up to 115,500 shares of common stock at $4.4 per share, dated October 13, 2023, to Network 1 Financial Securities, Inc. The warrants shall be exercisable at any time, and from time to time, in whole or in part, commencing from October 13, 2023 (i.e. the date of issuance) and expiring on October 10, 2028. The Company used Black-Scholes-Merton Model to estimate the fair value of the Warrants and recognized as equity. No subsequent measurement has been performed as the Warrants are classified as equity.
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Critical Accounting Policies
Revenue recognition
The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require 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 ASU requires the use of 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.
Sales of Skin Care, Health and Wellness products
- Performance obligations satisfied at a point in time
The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the skin care, health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. The 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.
Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.
Sales of products for the provision of complementary health therapies
- Performance obligations satisfied at a point in time
Products for the provision of complementary health therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable diseases.
The Company prescribes the products for complementary health therapies based on health screening test reports and delivers the products to the customers during the consultation session.
Sales of products and services for the operations in green energy
- Performance obligations satisfied over time
The Company provides products, technical knowledge and solutions for sustainability and energy savings. The Company delivered the products to the customers and enhances the products that the customer controls. The products that the Company created has no alternative use to the Company. The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue based on the percentage of cost incurred.
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Fair value of financial instruments
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The 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 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. | |
| ● | Level 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.
Accounting Standards Adopted in 2026
In November 2024, the FASB issued ASU 2024-04 “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The clarification is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2024-04 has no material impact on the Company consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods. Early adoption is permitted. The adoption of ASU2024-05 has no material impact on the Company’s consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the unaudited condensed consolidated financial position, statements of operations and cash flows.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU 2023-09 requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements.
The FASB issued ASU 2024-03 and ASU 2025-01 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and Clarifying the Effective Date” in November 2024 and January 2025, respectively. This new guidance requires disclosures of additional information of the nature of expenses included in the income statement as well as disclosures about specific expense categories in the notes to the financial statements. The requirements of the new guidance are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, which early adoption permitted. This new guidance can be applied either retrospectively to any or all prior periods presented in the consolidated financial statements or prospectively to financial statements issued for reporting period after the effective date of this new guidance. The Company is currently evaluating the effect of adopting this guidance.
In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework. Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function. It also supersedes website development cost guidance, moving it to ASC 350-40. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In May 2026, the FASB issued ASU 2026-02 “Environmental Credits and Environmental Credit Obligations (Topic 818)”. This ASU creates ASC Topic 818 to establish a comprehensive framework for accounting and reporting related to environmental credits (such as emissions allowances, renewable energy certificates, and carbon offsets) and environmental credit obligations (ECO). Under ASC Topic 818, environmental credits are recognized as assets at cost based on their intended use, while costs for non-qualifying or voluntary credits are expensed as incurred. ECO liabilities are recognized when probable and measured on a gross basis using the carrying amount of credits held for the funded portion and fair value (or expected settlement cost) for the unfunded portion. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign exchange risk. Substantially most of our revenues are denominated in the Malaysian Ringgit while most of our expenses are denominated in Malaysian Ringgit, U.S. dollar, Chinese Yuan and Hong Kong Dollar. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Although in general, our exposure to foreign exchange risks should be limited, the value of an investment in our Common Stock may be affected by the foreign exchange rate between U.S. dollar and Malaysian Ringgit; U.S. dollar and Chinese Yuan, and U.S. dollar and Hong Kong Dollar because the value of our business is effectively denominated in Malaysian Ringgit, Chinese Yuan and Hong Kong Dollar, while the Common Stock is traded in U.S. dollars.
Credit risk. Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for credit loss based upon factors surrounding the credit risk of specific customers, historical trends and other information.
ITEM 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on the foregoing evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.
Internal Control Over Financial Reporting
Our management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s chief executive officer and chief financial officer and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of June 30, 2026, our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management, including our chief executive officer and chief financial officer, concluded that, during the period covered by this Report, internal controls and procedures over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
Identified Material Weakness
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management, including our chief executive officer and chief financial officer, identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31, 2025:
(i) insufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned; and (iii) insufficient procedures and policies were in place to assess the credit risk and capabilities of the third-party manager prior to the investment decision.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we will prepare written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines, to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.
To further strengthen the Company’s internal controls, we plan to initiate the following measures going forward:
| 1. | We plan to engage a consulting firm that specializes in compliance and internal controls as a temporary solution to improve the internal control. |
| 2. | Once we hire additional employees, we intend to initiate a comprehensive training program and development plan to provide ongoing company-wide trainings regarding internal control and requirements of U.S. GAAP financial statements and related disclosures, with particular emphasis on our accounting staff. |
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2026.
Changes in Internal Control over Financial Reporting:
There were no significant changes in our internal controls over financial reporting that occurred during the period ended June 30, 2026 which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal financial officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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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, thereunto duly authorized.
| AGAPE ATP CORPORATION | ||
| (Name of Registrant) | ||
| Date: August 14, 2026 | ||
| By: | /s/ How Kok Choong | |
| Title: | Chief Executive Officer, President, Director, Secretary and Treasurer | |
| (Principal Executive Officer and Principal Financial Officer) | ||
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, thereunto duly authorized.
| AGAPE ATP CORPORATION | ||
| (Name of Registrant) | ||
| Date: August 14, 2026 | ||
| By: | /s/ LEE Kam-Fan, Andrew | |
| Title: | Chief Financial Officer, | |
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