S-1/A

As filed with the U.S. Securities and Exchange Commission on October 6, 2021.

Registration No. 333-239951

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Amendment No. 1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AGAPE ATP CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	8000	36-4838886
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

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

Taman Desa, Kuala Lumpur, Malaysia (Postal Code: 58100).

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code

+(60) 192230099

How Kok Choong

Chief Executive Officer

1645 Village Center Circle, Suite 17

Las Vegas, Nevada

United States, 89134

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lawrence S. Venick, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place Central, Hong Kong SAR Tel: +852.3923.1111 Fax: +852.3923.1100 Arila Zhou, Esq. Hunter Taubman Fischer & Li LLC 800 Third Avenue, Suite 2800 New York, NY 10022 Tel: 212-530-2232

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
Non-accelerated Filer ☐	(Do not check if a smaller reporting company)	Smaller Reporting Company ☒
		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. ☐

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price per Share(4)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(6)
Common Stocks, par value US$0.0001 per share (1)		$	$	$
Common Stocks, par value US$0.0001 per share (2)
Common Stocks underlying Underwriter Warrants (3)(5)		$
Total			$	$

(1)	The registration fee for securities is based on an estimate of the proposed maximum offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(2)	This Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by selling stockholders of the Registrant of up to [         ] shares of common stock previously issued to the selling stockholders as named in the Resale Prospectus. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices of the Registrant’s common stock reported by the OTC Markets – Pink Sheets on September 21, 2021.
(3)	We have agreed to issue to the underwriter warrants to purchase the number of common stock (the “Underwriter Warrants”) in the aggregate equal to [[        ] percent ([        ]%)] of the number of offered shares sold to investors introduced by the underwriter in the offering, divided by the public offering price per share in the offering. The warrants will be exercisable at any time, and from time to time within [         ] ([        ]) years from effective date of the Registration Statement, in whole or in part, but may not be transferred nor may the shares underlying the warrants be sold until [180] days from the effective date of this registration statement. The exercise price of the Underwriter Warrants is equal to [        ]% of the public offering price per share in the offering. The Underwriter Warrants are exercisable, with a cashless provision, beginning six months following the effective date of the offering for a period of three years from the issuance.
(4)	Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.
(5)	No separate registration fee required pursuant to Rule 457(g) under the Securities Act.
(6)	Amount of registration fee is calculated based on proposed maximum aggregate offering price multiplied by 0.0001091 based on the filing fee rate issued by the Securities and Exchange Commission for the period between October 1, 2020 and September 30, 2021.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

● Public Offering Prospectus. A prospectus to be used for the public offering of [       ] shares of common stock of the Registrant (the “Public Offering Prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

● Resale Prospectus. A prospectus to be used for the resale by the selling stockholders set forth therein of [               ] shares of common stock of the Registrant (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

● they contain different outside and inside front covers and back covers;

● they contain different Offering sections in the Prospectus Summary section beginning on page 3;

● they contain different Use of Proceeds sections on page 26;

● a Selling Stockholder section is included in the Resale Prospectus;

● a Selling Stockholder Plan of Distribution is inserted; and

● the Legal Matters section in the Resale Prospectus on page 107 deletes the reference to counsel for the underwriter.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2021

PRELIMINARY PROSPECTUS

$[          ] of Shares of Common Stock

AGAPE ATP CORPORATION

Our common stock currently is quoted on the OTC Markets – Pink Sheets, operated by OTC Markets Group, under the symbol “AATP.” The last reported sale price of our common stock on the OTC Markets – Pink Sheets on September 21, 2021 was $8.00 per share. We have applied to list our common stock on the [NASDAQ Capital Market (“NASDAQ”)/New York Stock Exchange (“NYSE”)] under the symbol “AATP”. No assurance can be given that our application will be approved and we do not expect our common stock to be listed on either exchange upon completion of this offering.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and other filings with the Securities and Exchange Commission.

Investing in our common stock is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to us (before expenses)
Per Common Stock	US$	US$	US$
Total	US$	US$	US$

(1) See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

We are offering on a “firm commitment” basis $[        ] of our shares of common stock, $0.0001 par value per share. We estimate that the public offering price will be between $[        ] to $[         ] per share. The Underwriter is obligated to take and pay for all of the shares if any such shares are taken. We have granted Underwriter [an over-allotment option], exercisable one or more times in whole or in part, to purchase up to       additional common stock from us at the public offering price, less the underwriting discounts and commissions, within 45 days from the date of this prospectus to cover over-allotments, if any. If the Underwriter exercises the option in full, the total underwriting discounts and commissions payable will be $        , and the total proceeds to us, before expenses, will be $       .

Delivery of the shares of common stock is expected to be made on or about              , 2021.

[Sole Underwriter]

The date of this prospectus is              , 2021.

TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY	3
RISK FACTORS	11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	25
USE OF PROCEEDS	26
DIVIDEND POLICY	27
CAPITALIZATION	28
DILUTION	29
SELECTED CONSOLIDATED FINANCIAL DATA	30
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	32
AGAPE ATP CORPORATION MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
AGAPE SUPERIOR LIVING SDN. BHD. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
BUSINESS	55
REGULATIONS	76
MANAGEMENT	84
EXECUTIVE AND DIRECTOR COMPENSATION	89
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	92
PRINCIPAL STOCKHOLDERS	94
DESCRIPTION OF CAPITAL STOCK	95
SHARES ELIGIBLE FOR FUTURE SALE	96
TAXATION	97
UNDERWRITING	102
LEGAL MATTERS	107
EXPERTS	107
WHERE YOU CAN FIND MORE INFORMATION	107
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Underwriter has not, authorized anyone to provide you with information that is different from that contained in such prospectuses. We are offering to sell shares of our common stock, and seeking offers to buy shares of our common stock, only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data.

For investors outside of the United States: neither we nor the Underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision.

Overview

Agape ATP Corporation is a company that provides health solution advisory services to our clients. We primarily focus our efforts on attracting customers in Malaysia. We have an advisory services center called the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and the promotion of health. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled nutritionists and/or dieticians. For the six months ended June 30, 2021 and 2020, our revenue was approximately $0.6 million and $1.5 million, respectively, and our gross profit was approximately $0.5 million and $1.1 million, respectively. For the years ended December 31, 2020 and 2019, our revenue was approximately $3.5 million and $1.3 million, respectively, and our gross profit was approximately $2.7 million and $89,000, respectively.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL (as defined below), with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated WATP (as defined below). Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

Our Products

We offer three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

Our ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

Our ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.

Our Strategies

We intend to pursue the following strategies in order to further develop and expand our business:

● Expand our product range in each of our ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE series;

● Further penetrate existing markets;

● Deepen our relationship with existing distributors and members;

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● Further investment into information technology such as the establishment of an e-commerce platform; and

● Expand into other geographies outside of Malaysia.

Our Competitive Strengths

We believe the following competitive strengths contribute to our success and differentiate us from our competitors:

● Well established reputation;

● Well-established product portfolio;

● Large, highly-motivated distributor base, supported by a successful training methodology;

● Scalable business model; and

● Founder-led and deeply experienced management team.

Our Challenges

Our ability to realize our mission and execute our strategies is subject to risks and uncertainties, including those relating to our ability to:

● Respond to a highly competitive market;

● Respond to concentration risk of heavy reliance on our largest supplier for the supply of products;

● Maintain quality product and value;

● Create brand influence;

● Expand our product offerings; and

● Expand our business in Malaysia and globally.

Please see “Risk Factors” and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

Risk Factors

An investment in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described in “Risk Factors” beginning on page 11, together with all of the other information contained in this prospectus, including our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, before investing in our common stock. These risks could materially affect our business, financial condition and results of operations and cause the trading price of our common stock to decline. You could lose part or all of your investment. You should bear in mind, in reviewing this prospectus, that past experience is no indication of future performance. You should read “Special Note Regarding Forward-Looking Statements” for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

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Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our shares of common stock less attractive.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

Corporate Information

Our principal executive offices are located at 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, Kuala Lumpur, Malaysia (Post Code: 58100). Our telephone number at this address is +(60) 327325716. Our registered office in Nevada is located at 1645 Village Center Circle, Suite 170, Las Vegas, Nevada, United States, 89134.

Our website is http://agapeatpgroup.com/. The information contained on our website or any third-party websites is not a part of this prospectus.

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Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus:

Note:

1. It is the company’s equity at risk is insufficient to finance its activities. 100% of its business is transacted with Agape Superior Living Sdn. Bhd.. The company is considered a VIE of Agape Superior Living Sdn. Bhd. as the latter is the primary beneficiary since it has the following characteristics:

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.

However, Agape S.E.A.’s impact to our consolidated financial statements constitute less than 1% of our total consolidated assets and Agape S.E.A. did not contribute any revenues for us.

2. Wellness ATP International Holdings Sdn. Bhd. was incorporated in Kuala Lumpur, Malaysia on September 11, 2020.

Conventions That Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

● “Malaysia” is Malaysia;

● “dollar,” “USD,” “US$,” or “$” are to U.S. dollars;

● “RM” and “Ringgit” are to the legal currency of Malaysia; and

● “we,” “us,” “Company,” “Agape”, “Agape ATP” and “our” are to Agape ATP Corporation, our Nevada holding company, and its subsidiaries, and its consolidated affiliated entities.

● “ASL” is Agape Superior Living Sdn Bhd, a Malaysia company and a 99.99% owned subsidiary of Agape ATP;

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The Offering

Common stock offered by us	$[       ] of shares of common stock (or [        ] shares of common stock if the Underwriter exercises its over-allotment option in full) on a firm commitment basis.
Common stock to be outstanding prior to this offering	[          ] shares of common stock.
Common stock to be outstanding immediately after this offering	[           ] shares of common stock, assuming the sale of all the shares offered in this Prospectus.
Gross proceeds to us, net of underwriting discount but before expenses:	$[           ], assuming no exercise of the Underwriter’s Warrants and full exercise of the over-allotment option.
Over-allotment option:	We have granted to the Underwriter a 15% over-allotment option, exercisable within 45 days from the date of this prospectus, to purchase up to an aggregate of [         ] additional common stocks.
Use of proceeds	We plan to use the net proceeds of this offering primarily for general corporate purposes. For more information on the use of proceeds, see “Use of Proceeds” on page 26.
Trading Market	Our common stock currently is quoted on the OTC Markets – Pink Sheets under the symbol “AATP.” We have applied to list our common stock on the [Nasdaq Capital Market/ NYSE American LLC].
Concentration of Ownership	Prior to this offering, our executive officers and directors beneficially own, in the aggregate, approximately 68% of the outstanding shares of our common stock, which will become [            ]% upon completion of this offering assuming the sale of all the shares offered in this Prospectus.
Trading Symbol	“AATP”
Risk factors	You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

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Summary Consolidated Financial Data

AGAPE ATP CORPORATION

The following tables summarize our historical consolidated financial data. We have derived the historical consolidated statements of operations data for the three months and six months ended June 30, 2021 and 2020, and for the years ended December 31, 2020 and 2019 from our consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year.

Consolidated Statements of Operations Data for the:

	Three Months Ended June 30,
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	303,786		$	1,523,862
Net (loss) income	$	(642,225	)	$	87,240
Earnings (loss) per share – (basic and diluted)	$	0.00		$	0.00

	Six Months Ended June 30,
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	605,566		$	1,523,862
Net loss	$	(975,875	)	$	(144,510	)
Earnings (loss) per share – (basic and diluted)	$	0.00		$	0.00

	Years Ended December 31,
	2020		2019
Revenue	$	3,452,621	$	1,290,131
Net income (loss)	$	354,766	$	(716,127	)
Earnings (loss) per share – (basic and diluted)	$	0.00	$	0.00

Consolidated Balance Sheet Data as of:

	As of
	June 30, 2021		December 31, 2020		December 31, 2019
	(Unaudited)
Total assets	$	5,892,107	$	7,210,607	$	4,335,274
Total liabilities	$	1,017,779	$	1,285,773	$	83,988

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Agape Superior Living Sdn. Bhd. (“ASL”)

The following tables summarize ASL’s historical consolidated financial data. We have derived the ASL’s historical consolidated statements of operations data for the three months ended March 31, 2020 and 2019 and for the years ended December 31, 2019 and 2018 from ASL’s consolidated financial statements included elsewhere in this prospectus. The following summary consolidated financial data should be read in conjunction with the section titled “ASL Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ASL’s consolidated financial statements and related notes included elsewhere in this prospectus. ASL’s historical results are not necessarily indicative of the results that may be expected in the future, and ASL’s results for any interim period are not necessarily indicative of the results to be expected for a full fiscal year.

Consolidated Statements of Operations Data for the:

	Three Months Ended March 31,
	2020		2019
	(Unaudited)		(Unaudited)
Revenue	$	1,241,252	$	1,214,600
Net income (loss)	$	197,576	$	(252,125	)

	Years Ended December 31,
	2019			2018
Revenue	$	4,139,359		$	14,393,762
Net income (loss)	$	(1,059,494	)	$	1,981,911

Consolidated Balance Sheet Data as of:

	As of
	March 31, 2020		December 31, 2019		December 31, 2018
	(Unaudited)
Total assets	$	4,105,376	$	4,126,180	$	3,158,206
Total liabilities	$	2,301,330	$	2,418,539	$	2,362,871

Summary Unaudited Pro Forma Condensed Combined Financial Data

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this prospectus.

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as acquisition of business under common control at carrying value in accordance with accounting principles generally accepted in the United States of America.

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial data to give effect to pro forma events that are directly attributable to the Business Combination. The unaudited pro forma condensed combined balance sheet is based on the historical consolidated balance sheet of AATP and the historical consolidated balance sheet of ASL, each of which is included elsewhere in this prospectus, and in each case as of March 31, 2020 and has been prepared to reflect the Business Combination as if they occurred on March 31, 2020. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the three months ended March 31, 2020 and for the year ended December 31, 2019, each of which is included elsewhere in this prospectus, combine the historical results of operations of AATP and ASL for those periods, giving effect to the Business Combination as if they occurred on January 1, 2019.

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The selected unaudited pro forma condensed combined financial data below should be read in conjunction with the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Agape ATP Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Agape Superior Living Sdn. Bhd. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of AATP and ASL included elsewhere in this prospectus.

Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations Data for the:

	Three Months Ended March 31, 2020			Year Ended December 31, 2019
		(Unaudited)			(Unaudited)
Revenue	$	1,241,252		$	4,139,359
Net loss	$	(22,538	)	$	(1,813,892	)
Earnings (loss) per share – (basic and diluted)	$	0.00		$	0.00

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheets Data as of:

	As of
	March 31, 2020		December 31, 2019
	(Unaudited)		(Unaudited)
Total assets	$	7,023,870	$	7,245,902
Total liabilities	$	1,907,161	$	1,981,741

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RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our shares of common stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results, and financial condition could be materially and adversely affected.

The health and wellness market in Malaysia is a mature and a highly competitive market, with companies offering a variety of competitive products and services. We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services. The health and wellness market has a multitude of participants in the domestic market, including, but not limited, to retail health supplement providers, pharmaceutical companies, and network marketing company which supply health supplement products, such as Elken Group, USANA Group, NHF Group, Young Living, Jeunesse Global Holdings LLC, USA, Shaklee Corporation, VASAYO LLC, Amway Corporation, Sami Direct, Kyäni, Inc., Melaleuca, Inc.

We believe many of our competitors and potential competitors may have significant competitive advantages, including but not limited to, longer operating histories, ability to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services, larger and broader customer bases, more established relationships with a larger number of suppliers, greater brand recognition, ability to leverage stores which they may operate, and greater financial, research and development, marketing, distribution, and other capabilities and resources than we do. Our competitors and potential competitors may also be able to develop products and services that are equal or more superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different distribution channels than we do. Some of our competitors may aggressively discount their products in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us. If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be materially and adversely affected.

We are exposed to concentration risk of heavy reliance on our two largest suppliers for the supply of our products, and any shortage of, or delay in, the supply may significantly impact on our business and results of operation.

We principally source the majority of our products for sale to our customers from our two largest suppliers. As such, we rely on the ability and efficiency of our two largest suppliers to supply products. Our purchase from our largest supplier amounted to approximately $15,000 and $167,000 for the six months ended June 30, 2021 and 2020, respectively, representing approximately 100% and 100% of our total purchases, respectively. Our purchase from our two largest supplier amounted to approximately $675,000 and $1,166,000 for the years ended December 31, 2020 and 2019, respectively, representing approximately 100% and 100% of our total purchases, respectively. Our purchases from our top two largest suppliers accounted for a significant portion of our total purchases for both of the years ended December 31, 2020 and 2019.

As we do not engage in manufacturing, our business, financial condition and operating results depend on the continuous supply of products from our two largest suppliers and our continuous supplier-customer relationship with them. Our heavy reliance on our two largest suppliers for the supply of our products will have significant impact on our business and results of operation in the event of any shortage of, or delay in the supply. Our product supply may also be disrupted by potential labor disputes, strike action or natural disasters or other accidents affecting our largest supplier. If our two largest suppliers do not supply products to us in a timely manner or in sufficient quantities, our business, financial condition and operating results may be materially and adversely affected. Any shortage of, disruption, or delay in the supply, or our inability to obtain supplies from alternative sources will have significant impact on our business and results of operation.

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We entered into a long term original design manufacturer supply agreement (the “ODM Supply Agreement”) with one of our largest suppliers in January 2018 for a period of 10 years. We also entered into a supply agreement with our second largest supplier in May 2018 (the “SEA Supply Agreement”), Agape S.E.A. Sdn Bhd (“Agape S.E.A.”). As is customary in the supply or sales arrangements, the agreements with our two largest suppliers are terminable by either party by giving notice. We cannot guarantee that our two largest suppliers will not terminate the agreements before the expiry of the agreement. In the event that our two largest suppliers terminate the agreements, we will have to source products from other suppliers and we may not be able to secure a similar supply of products with quantity and quality required to support our business or at all. Such termination may therefore have a material adverse impact on our business, financial condition and operating results if we fail to engage any other suppliers with similar standards before the termination.

There is no assurance that our major suppliers will continue to supply their products in the quantities and timeframes required by us to meet the needs of our customers or comply with their supply agreements with us. Our product supply may also be disrupted by potential labor disputes, strike action, natural disasters or other accidents, epidemic and pandemic affecting the supplier. If our major suppliers do not supply products to us in a timely manner or in sufficient quantities, our business, financial condition and operating results may be materially and adversely affected. Furthermore, in the event of any delay in delivery of the products to us, our cash flow or working capital may be materially and adversely affected as a result of the corresponding delay in delivery of our products to our customers, and hence the delay in our receipt of payment from our customers.

Furthermore, our two largest suppliers may change their existing sales or marketing strategy in respect of the products supplied to us by changing its export strategy, reducing its sales or production volume or changing its selling prices. As a result, there is no assurance that our largest supplier will not appoint other agents, dealers or distributors which may compete with us in the market where we operate. Furthermore, any significant increase in the selling prices of the products which we source from our two largest suppliers will increase our costs and may materially and adversely affect our profit margin if we are not able to pass the increased costs on to our customers.

There is no assurance that there will be no deterioration in our relationship with our two largest suppliers which could affect our ability to secure sufficient supply of products for our business. In the event that our two largest supplier change their sales or marketing strategy or otherwise appoint other dealers or distributors who may compete with us, our business, financial condition and operating results may be materially and adversely affected.

We could be adversely affected by a change in consumer preferences, perception and spending habits and failure to develop or enrich our product offering or gain market acceptance of our new products could have a negative effect on our business.

The market we operate is subject to changes in consumer preference, perception and spending habits. Our performance depends significantly on factors which may affect the level and pattern of consumer spending in the market we operate. Such factors include consumer preference, consumer confidence, consumer income and consumer perception of the safety and quality of our products. Media coverage regarding the safety or quality of, or diet or health issues relating to, our products or the raw materials, ingredients or processes involved in their manufacturing, may damage consumer confidence in our products. A general decline in the consumption of our products could occur as a result of change in consumer preference, perception and spending habits at any time.

Any failure to adapt our product offering to respond to such changes may result in a decrease in our sales if such changes are related to certain of our products. Any changes in consumer preference could result in lower sales of our products, put pressure on pricing or lead to increased levels of selling and promotional expenses. In any event a decrease in customer demand on our products may also result in lower sales and slow down the consumption of our inventory to a low inventory turnover level. Any of these changes could result in a material adverse effect on our business, financial conditions or results of operations.

The success of our products depends on a number of factors including our ability to accurately anticipate changes in market demand and consumer preferences, our ability to differentiate the quality of our products from those of our competitors, and the effectiveness of our marketing and advertising campaigns for our products. We may not be successful in identifying trends in consumer preferences and developing products that respond to such trends in a timely manner. We also may not be able to effectively promote our products by our marketing and advertising campaigns and gain market acceptance. If our products fail to gain market acceptance, are restricted by regulatory requirements, or have quality problems, we may not be able to fully recover our costs and expenses incurred in our operation, and our business prospects, financial condition or results of operations may be materially and adversely affected.

If we fail to maintain quality products and value, our sales are likely to be negatively affected.

Our success depends on the safety and quality of products that we obtain from our suppliers for our customers. Our future customers will identify our brand name with a certain level of quality and value. If we cannot meet this perceived value or level of quality, we may be negatively affected and our operating results may suffer. In addition, any failure on the part of our suppliers to maintain the quality of their products, will in turn substantially harm the results of our business operations, potentially forcing us to identify other suppliers or alter our business strategy significantly.

If we are unable to create brand influence, we may not be able to maintain current or attract new users and customers for our products.

Our operational and financial performance is highly dependent on the strength of our brand. We believe brand familiarity and preference will continue to have a significant role in winning customers as the decision to buy our products and services. In order to further expand our customer base, we may need to substantially increase our marketing expenditures to enhance brand awareness through various online and offline means. Moreover, negative coverage in the media of our company could threaten the perception of our brand, and we cannot assure you that we will be able to defuse negative press coverage about our company to the satisfaction of our investors, customers and suppliers. If we are unable to defuse negative press coverage about our company, our brand may suffer in the marketplace, our operational and financial performance may be negatively impacted and the price of our shares may decline.

Currently, we sell our products, with or without customization, under our brand name “ATP”, to domestic customers in Malaysia and to overseas customers. However, if our competitors initiate a lawsuit against us for infringing their trademark, we may be forced to adopt a new brand name for our products. As a result, we may incur additional marketing cost to raise awareness of such new brand name. We may also be ordered to pay a significant amount of damages, and our business, results of operations and financial condition could be materially and adversely affected.

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We may be unable to protect our intellectual property rights.

We rely on intellectual property laws in Malaysia and other jurisdictions to protect our trademarks. We are the registered owner of two trademarks. We have recently applied to register an additional three trademarks in Malaysia. We cannot assure you that counterfeiting or imitation of our products will not occur in the future or, if it does occur, that we will be able to address the problem in a timely and effective manner. Any occurrence of counterfeiting or imitation of our products or other infringement of our intellectual property rights could negatively affect our brand and our reputation, which in turn adversely affects the results of our operations.

Litigation to prosecute infringement of our intellectual property rights could be costly and lengthy and will divert our managerial and financial resources. We will have to bear costs of the intellectual property litigation and may be unable to recover such costs from our opposite parties. Protracted litigation could also result in our customers deferring or limiting their purchase or use of or products until such litigation is resolved. The occurrence of any of the foregoing will have a material adverse effect on our business, financial condition and results of operations.

If we are unable to successfully develop and timely introduce new products or services or enhance existing products or services, our business, financial condition and results of operations may be materially and adversely affected.

We must continually source, develop and introduce new products and services as well as improve and enhance our existing products and services to maintain or increase our sales. The success of new or enhanced products or services may depend on a number of factors including, anticipating and effectively addressing user preferences and demand, the success of our sales and marketing efforts, effective forecasting and management of products and services demands, purchase commitments, and the quality of or defects in our products. The risk of not meeting our customers’ preferences and demands through our products and services may result in a shift in market shares, as customers instead choose products and services offered by our competitors. This may result in lower sales revenue, materially and adversely affecting our business, financial condition and results of operations.

We may not be able to manage the growth of our business and our expansion plans and operations or implement our business strategies on schedule or within our budget, or at all.

We are continually executing a number of growth initiatives, strategies and operating plans designed to enhance our business. In 2020, we plan to increase our revenue stream from health solution advisory services from our “ATP Zeta Health Program”, “ENERGETIQUE” and “BEAUNIQUE” series to align with our growth strategies. Any expansion may increase the complexity of our operations and place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. We cannot assure you that we will be able to effectively manage our growth or to implement all these systems, procedures and control measures successfully. Furthermore, the anticipated benefits from these growth initiatives, strategies and operating plans are based on assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits that we expect to achieve or it may be more costly to do so than we anticipate. If, for any reason, we are not able to manage our growth effectively, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans adversely affects our operations or costs more or takes longer to effectuate than we expect, and/or if our assumptions prove to be inaccurate, our business and prospects may be materially and adversely affected.

In addition, we may seek and pursue opportunities through joint ventures or strategic partnerships for expansion from time to time, and we may face similar risks and uncertainties as listed above. Failure to properly address these risks and uncertainties may materially and adversely affect our ability to carry out acquisitions and other expansion plans, integrate and consolidate newly acquired or newly formed businesses, and realize all or any of the anticipated benefits of such expansion, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

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We have a limited operating history in the Malaysia health and wellness industry, which makes it difficult to evaluate our future prospects.

We launched our ATP Zeta Super Health Program business in June 2016, the same month in which our Company was incorporated, followed by our ENERGETIQUE” and “BEAUNIQUE” series in July 2018 and March 2019, respectively, and thus, we have a limited operating history. We have limited experience in most aspects of our business operation, such as sourcing products for and offering advisory services on all the three programs. As our business develops and as we respond to competition, we may continue to introduce new product and services offerings and make adjustments to our existing product line and services and to our business operation in general. Any significant change to our business model that does not achieve expected results may have a material and adverse impact on our financial condition and results of operations. It is therefore difficult to effectively assess our future prospects.

The Malaysia health and wellness industry may not develop as expected. Prospective retail and corporate customers may not be familiar with the development of the market and may have difficulties distinguishing our products from those of our competitors. Convincing prospective customers or distributors of the value of our products or services is important to the success of our business. The risk of failing to convince potential customers or distributors to purchase products or services from us may result in the failure of our business plan. Many customers or distributors may not be interested in purchasing products and services we sell because there is no certainty that our business will succeed.

You should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the rapidly evolving market in which we operate and our limited operating history. These risks and challenges include our ability to, among other things:

● manage our future growth;

● increase the utilization of our products by existing and new customers;

● maintain and enhance our relationships with customers and distributors;

● improve our operational efficiency;

● attract, retain and motivate talented employees;

● cope with economic fluctuations;

● navigate the evolving regulatory environment; and

● defend ourselves against legal and regulatory actions.

Our historical growth rates may not be indicative of our future growth. If we are unable to manage the growth and increased complexity of our business, fail to control our costs and expenses, or fail to execute our strategies effectively, our business and business prospects may be materially and adversely affected.

Our historical growth rates may not be indicative of our future growth, and we may not be able to generate similar growth rates in future periods. Our revenue growth may slow, or our total revenues may decline for a number of possible reasons, including change in consumers’ preferences, changes in regulations and government policies, increasing competition, emergence of alternative business models, and general economic conditions.

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Our total revenues decreased by approximately 60.3% from approximately $1.5 million for the six months ended June 30, 2020 to approximately $0.6 million for the six months ended June 30, 2021. Our total revenues increased by approximately 167.6% from approximately $1.3 million for the year ended December 31, 2019 to approximately $3.5 million for the year ended December 31, 2020. Our gross profit decreased by approximately 53.2% from approximately $1.1 million for the six months ended June 30, 2020 to approximately $0.5 million for the six months ended June 30, 2021. Our gross profit increased by approximately 2,897.4% from approximately $89,000 for the year ended December 31, 2019 to approximately $2.7 million for the year ended December 31, 2020.

If our growth rate declines, investors’ perceptions of our business and business prospects may be materially and adversely affected and the market price of our shares could decline.

Our lack of insurance could expose us to significant costs and business disruption.

The health and wellness industry in Malaysia is a mature market. We currently do not have any product liability or disruption insurance to cover our operations in Malaysia or overseas, which, based on public information available to us relating to Malaysia-based health and wellness companies, is consistent with customary industry practice in Malaysia. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. If we suffer any losses, damages or liabilities in the course of our business operations, we may not have adequate insurance coverage to provide sufficient funds to cover any such losses, damages or product claim liabilities. Therefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations.

A decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial condition, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending habits, including spending for health related products and services we sell, are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer spending habits could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.

We operate in a heavily regulated industry.

Our business is principally regulated by various laws and regulations in the market we operate, such as in Malaysia the Food Act 1983 (ACT 281) and Regulations, Control of Drugs and Cosmetics Regulations 1984 mandate authorization from the Food Safety and Quality Division and National Pharmaceutical Regulatory Agency of the Ministry of Health for our Company’s products to be sold in the country. Various registrations, certificates and/or licenses for the conduct of our business are required under the above laws, which also contain provisions for requirements on the storage, labelling, advertising and importation of some of our products.

Furthermore, in the health and wellness industry, we are subject to numerous laws and regulations, including labor, employment and taxation laws to which the industry participants are typically subject to. The formulation, manufacturing, packaging, labeling, distribution, sale and storage of our inventory are subject to extensive regulation by various regulatory agencies and bodies. If we fail to comply with those regulations, we would subject to significant penalties or claims, which would harm our business operations. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may impair the marketability of products we may offer, resulting in significant loss of net sales. Our failure to comply with regulations may result in enforcement actions and imposition of penalties or otherwise harm the distribution and sale of products we may offer for sale. The occurrence of any of the foregoing will have a material adverse effect on our business, financial condition and results of operations.

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Based on our experience, some of the laws and regulations of Malaysia are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business plans and the introduction of any new product, we will be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against us, which may adversely affect our reputation, financial condition or results of operation.

We may be adversely affected by the performance of third-party contractors.

We engaged third-party contractors to carry out logistics services. We endeavor to engage third-party companies with a strong reputation and track record, high performance reliability and adequate financial resources. However, any such third-party contractor may still fail to provide satisfactory logistics services at the level of quality or within the timeframe required by us or our customers. While we generally require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our results of operation and financial condition may be adversely affected if any of the losses are not borne by them. If the performance of any third-party contractor is not satisfactory, we may need to replace such contractor or take other remedial actions, which could adversely affect the cost structure and delivery schedule of our products and services and thus have a negative impact on our reputation, financial position and business operations. In addition, as we expand our business into overseas markets, there may be a shortage of third-party contractors that meet our quality standards and other selection criteria in such locations and, as a result, we may not be able to engage a sufficient number of high-quality third-party contractors in a timely manner, which may adversely affect our delivery schedules and delivery costs and hence our business, results of operations and financial conditions.

We may need additional capital, and financing may not be available on terms acceptable to us, or at all.

There is no guarantee that in the future we will generate enough profits to support our business. Although we believe that our anticipated cash flows from operating activities together with cash on hand will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next twelve months, we cannot assure you this will be the case. We may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Adverse developments in our existing areas of operation could adversely impact our results of business, results of operations and financial condition.

Our operations are focused on utilizing our sales efforts which are principally located in Malaysia. As a result, our results of operations, cash flows and financial condition depend upon the demand for our products in Malaysia. Due to the lack of broad diversification in industry type and geographic location, adverse developments in our current segment of the industry, or our existing areas of operation, could have a significantly greater impact on our business, results of operations and financial condition than if our operations were more diversified.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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 generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records 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 generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or 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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In connection with the audits of our consolidated financial statements as of December 31, 2020 and 2019, we and our independent registered public accounting firms identified three “material weaknesses,” and other control deficiencies including significant deficiencies in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to the Company were: (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; (iii) lack of adequate segregation of duties and effective risk assessment, which in turn may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors. We have taken measures and plan to continue to take measures to remedy these material weaknesses. The measures that we have taken and are planning to take which includes, but not limited to, seeking a chief financial officer who possesses U.S. GAAP and SEC reporting knowledge and hiring more qualified accounting personnel with U.S. GAAP experiences. We also intend to form an internal audit function and have plans to hire internal auditors to strengthen our overall governance. All internal auditors will be independent of our operations and will report directly to the audit committee. The implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct theses material weaknesses or our failure to discover and address any other material weaknesses could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or SOX 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of SOX 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with SOX 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Legal disputes or proceedings could expose us to liability, divert our management’s attention and negatively impact our reputation.

We may at times be involved in potential legal disputes or proceedings during the ordinary course of business operations relating to product or other types of liability, employees’ claims, labor disputes or contract disputes that could have a material and adverse effect on our reputation, operation and financial condition. If we become involved in material or protracted legal proceedings or other legal disputes in the future, the outcome of such proceedings could be uncertain and could result in settlements or outcomes which materially and adversely affect our financial condition. In addition, any litigation or legal proceedings could incur substantial legal expenses as well as significant time and attention of our management, diverting their attention from our business and operations.

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Our failure to comply with anti-corruption laws and regulations, or effectively manage our employees, customers and business partners, could severely damage our reputation, and materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to risks in relation to actions taken by us, our employees, third-party customers or third-party suppliers that constitute violations of the anti-corruption laws and regulations. While we adopt strict internal procedures and work closely with relevant government agencies to ensure compliance of our business operations with relevant laws and regulations, our efforts may not be sufficient to ensure that we comply with relevant laws and regulations at all times. If we, our employees, third-party customers or third-party suppliers violate these laws, rules or regulations, we could be subject to fines and/or other penalties. Actions by Malaysia regulatory authorities or the courts to provide an alternative interpretation of the laws and regulations or to adopt additional anti-bribery or anti-corruption related regulations could also require us to make changes to our operations. Our reputation, corporate image, and business operations may be materially and adversely affected if we fail to comply with these measures or become the target of any negative publicity as a result of actions taken by us, our employees, third-party customers or third-party suppliers.

An overall decline in the health of the economy and other factors impacting consumer spending, such as natural disasters, outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics may affect consumer purchases, reduce demand for our products and materially harm our business, results of operations and financial condition.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates, tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations, outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security. For example, in recent years, there have been outbreaks of epidemics in various countries, including Malaysia. Recently, there was an outbreak of a novel strain of coronavirus (COVID-19), which has spread rapidly to many parts of the world, including Malaysia. In March 2020, the World Health Organization declared the COVID-19 a pandemic. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia for the past few weeks.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of our customers or suspension supplies may negatively affected, and could continue to negatively affect, the demand for our products;

● our customers may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts. We may have to provide significant sales incentives to our customers during the outbreak, which may in turn materially adversely affect our financial condition and operating results;

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● any disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our sole customer, which may also lead to loss of our sole customer; and

● the global stock markets have experienced, and may continue to experience, significant decline from the COVID-19 outbreak and the marketable securities that we have invested in could be materially adversely affected, which may lead to significant impairment in the fair values of our investments and in turn materially adversely affect our financial condition and operating results.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the coronavirus cannot be reasonably estimated at this time. There is no guarantee that our total revenues will grow or remain at the similar level year over year in the fiscal year 2021. We may have to record downward adjustments or impairment in the fair value of investments in the fiscal year 2021, if conditions have not been significantly improved and global stock markets have not recovered from recent declines.

In general, our business could be adversely affected by the effects of epidemics, pandemic or, including, but not limited to, the COVID-19, avian influenza, severe acute respiratory syndrome (SARS), the influenza A virus, Ebola virus, severe weather conditions such as flood or hazardous air pollution, or other outbreaks. In response to an epidemic, severe weather conditions, or other outbreaks, government and other organizations may adopt regulations and policies that could lead to severe disruption to our daily operations, including temporary closure of our offices and other facilities. These severe conditions may cause us and/or our partners to make internal adjustments, including but not limited to, temporarily closing down business, limiting business hours, and setting restrictions on travel and/or visits with clients and partners for a prolonged period of time. Various impact arising from a severe condition may cause business disruption, resulting in material, adverse impact to our financial condition and results of operations.

Fluctuations in foreign currency exchange rates could have a material adverse effect on our financial results.

We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Australian Dollars, Malaysian Ringgit and Hong Kong Dollars. Since our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other currencies affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. We cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar against major currencies would not materially affect our financial results.

Our business depends on the continued contributions made by Mr. How Kok Choong, as our founder, chief executive officer, chief operating officer, chairman of the board of Directors, Director and secretary, the loss of who may result in a severe impediment to our business, results of operation and financial condition.

Our success is dependent upon the continued contributions made by our founder, chief executive officer, chief operating officer, chairman of the board of Directors, Director and secretary, Mr. How Kok Choong. We rely on his expertise in business operations when we are developing our business. We have no “Key Man” insurance to cover the resulting losses in the event that any of our officer or directors should die or resign.

If Mr. How cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operating results. To sustain our operations, the Company may have to recruit and train replacement personnel at a higher cost. In addition, if Mr. How joins our competitors or develops similar businesses that are in competition with our Company, our business, results of operation and financial conditions may also be negatively impacted.

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If we are not able to achieve our overall long-term growth objectives, the value of an investment in our Company could be negatively affected.

We have established and publicly announced certain long-term growth objectives. These objectives were based on, among other things, our evaluation of our growth prospects, which are generally driven by the sales potential of many product types, some of which are more profitable than others, and on an assessment of the potential price and product mix. There can be no assurance that we will realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives.

We may incur losses resulting from product liability claims or product recalls or adverse publicity relating to our products.

We may incur losses resulting from product liability claims with respect to our products supplied by our suppliers. We may face claims or liabilities which may arise if there exist any defects in quality of these products or any of these products are deemed or proven to be unsafe, defective or contaminated. In the event that the use or misuse of any product distributed by us results in personal injury or death, product liability and/or indemnity claims may be brought against us, in addition to our product recalls, and the relevant regulatory authorities in the market we operate may close down some of our related operations and take administrative actions against us. If we experience any business disruption and litigation, we may incur additional costs and have to divert our management’s attention and resources on such matters, which may materially and adversely affect our business, financial condition and results of operations.

In addition, adverse publicity about health and safety concerns, whether unfounded or not, may discourage consumers from buying our products. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused personal injury or illness could adversely affect our reputation and our corporate and brand image. If consumers were to lose confidence in our brand and reputation, we could suffer long-term or even permanent declines in our sales and results of operation. The amount of negative news, customers complaints and claims against us may also be very costly and may divert our management’s attention from our business operation.

Risk Related to our Corporate Structure

We rely on our variable interest entity, Agape S.E.A. Sdn Bhd, in Malaysia for our business operations, which may not be as effective in providing operational control or enabling us to derive economic benefits as through ownership of controlling equity interests.

Agape S.E.A. Sdn Bhd’s equity at risk was insufficient to finance its business activities and it provided all of the Company’s purchases during the six months ended June 30, 2021 and fiscal years ended December 31, 2020 and 2019. As a result, it is considered to be a variable interest entity (“VIE”) and the Company is the primary beneficiary since it has both of the following characteristics, (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. However, Agape S.E.A.’s impact to our consolidated financial statements constitute less than 1% of our total consolidated assets and Agape S.E.A. did not contribute any revenues for us. Nevertheless, we rely on and expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business. If we fail to continue our beneficiary ownership structure with Agape S.E.A. it could have a material adverse effect on our financial condition and results of operations

Risks Related to Doing Business in Malaysia

Our supply agreements with our two largest suppliers may be legally unenforceable if they are found to infringe applicable competition laws.

Our supply agreements with our two largest suppliers, or certain provisions of the supply agreements, may be found to be unenforceable if they are found to infringe the competition laws of jurisdictions in which we operate. For example, our supplier covenants not to sell any product listed or named in the ODM Supply Agreement may be held to be unenforceable under Malaysian law.

Under the Malaysian Competition Act of 2010 (“MCA”), such provisions may be considered to be anti-competitive if they are found to significantly prevent, restrict or distort competition in any market for goods or services. For purposes of the MCA, an anti-competitive agreement will not be deemed significant if (i) the parties to the agreement are competitors and their combined market share is less than 20% of the relevant market; or (ii) the parties to the agreement are not competitors and their individual market share in any relevant market is not more than 25%. The MCA also prohibits enterprises from engaging in any conduct which amounts to an abuse of a dominant position in any market for goods or services. Generally, for purposes of the MCA, market share above 60% would be indicative (but not conclusive evidence) that an enterprise is dominant. If we are seen to be in a dominant position in the market, the provisions on exclusivity, territorial restrictions and/or resale price maintenance could potentially be seen to be an abuse of such dominant position.

However, because limited guidance, decisions and guidelines are available with respect to determination of the relevant market or the market shares for the industries in which we operate, it is unclear whether our agreements with third parties will be found to infringe applicable competition laws. If any such agreement is found to infringe such laws, the authorities may (i) require that the infringement be ceased immediately; (ii) specify steps which are required to be taken by the infringing enterprise(s) to bring the infringement to an end; (iii) impose financial penalties which could, for example, be 10% of the worldwide turnover of the relevant enterprise over the period during which an infringement occurred; or (iv) take any number of other actions, including imposing sanctions and penalties, as they deem appropriate.

There can be no assurance that our agreements will not be found to be unenforceable or to infringe relevant laws and regulations. Any such finding may have a material adverse effect on our business, prospects, financial condition and results of operations.

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Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

Negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. The Malaysian economy registered growth of approximately a contracted growth of 5.6% in 2019 and 4.3% in 2020, according to the Department of Statistics Malaysia. Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. Furthermore, on March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic. To help counter the transmission of COVID-19, the government of Malaysia initiated movement control orders (“MCO”), the first effective March 18, 2020. The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. The first MCO was extended three times, each for a two-weeks period, until May 12, 2020. On May 13, 2020, the MCO was eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia. The CMCO was further relaxed, and on June 8, 2020, Malaysia moved into the Recovery Movement Control Order (“RMCO”). Due to a resurgence of COVID-19, CMCO was reimposed in the state of Sabah, Selangor, Kuala Lumpur and Putrajaya effective October 14, 2020. On November 7, 2020, the CMCO was extended to a wider geographical area to include another six states in the country. Effectively, ten of thirteen states in Malaysia were placed under CMCO with the exceptions of Perlis, Pahang and Kelantan. On January 1, 2021, the Government of Malaysia extended the Recovery Movement Control Order (“RMCO”) through March 31, 2021. On January 12, 2021, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO, nevertheless, COVID-19 cases in the country continue to rise. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine. As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company.

We are subject to foreign exchange control policies in Malaysia.

The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.

Economic, market and political developments in the countries where we operate could have a material and adverse effect on our business.

As with all organizations that seek to reduce business risks via geographical expansion, the economic, market and political conditions in other countries, particularly emerging market conditions in Southeast Asia, could have an influence on our business. Any widespread global financial instability or a significant loss of investor confidence in emerging market economies may materially and adversely affect our business, financial condition, results of operations, prospects or reputation.

Examples of such external factors or conditions that are outside our control include, but are not limited to the following:

● general economic, political and social conditions in Southeast Asian markets;

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● consumer spending patterns in our key markets;

● currency and interest rate fluctuations;

● international events and circumstances such as wars, terrorist attacks, natural disasters and political instability; and

● changes in legal regimes and governmental regulations, such as licensing and approvals, taxation, duties and tariffs, in key markets and abroad.

For example, the global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went into recession. The recovery from the lows of 2008 and 2009 was uneven and the global economy has continued to face new challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States. For example, in 2013, the Federal Reserve Bank in the United States announced the tapering of its bond-buying program which led to a high degree of volatility in equity markets and substantial devaluations in the currencies of many emerging economies, including markets where we operate. Economic conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in emerging markets. Furthermore, the outbreak of coronavirus disease 2019 was first reported in December 2019 in Wuhan, China. As at June 30, 2021, the coronavirus continues to impact the global economy.

Management and Governance Risks

As a “controlled company” under the [NASDAQ Market Rules /NYSE Listed Company Manual], we may be exempt from certain corporate governance requirements that could adversely affect our public shareholders.

Immediately prior to the completion of this offering, Mr. How Kok Choong, our founder, chief executive officer, chief operating officer, chairman of the board of Directors, Director and secretary, will beneficially own approximately 68% of our common stocks. Upon the completion of this offering, Mr. How will own more than [       ]% of our total voting power of our total issued and outstanding share capital. As a result, Mr. How will have considerable decisive influence over matters requiring shareholders’ approval, including the election of directors and significant corporate transactions, such as a merger or sale of our company or our assets. This concentrated control may limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of our common stocks may view as beneficial.

Risks Related to our Common Stock and this Offering

Volatility in our shares price may subject us to securities litigation.

The market for our shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We may never be able to pay dividends and are unlikely to do so.

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for working capital and general corporate purposes, rather than to make distributions to stockholders. Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is uncertain.

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In addition, under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. Furthermore, because of the various rules applicable to our operations in Malaysia and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We are authorized to issue an aggregate of 1,000,000,000 shares of common stock and 200,000,000 shares of preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to follow the extended transition period, and as a result, we will delay adoption of certain new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon consummation of this offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and [NASDAQ/NYSE], impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stocks that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We may not maintain our listing on [NASDAQ/NYSE] which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We plan to apply to list our common stocks on [NASDAQ/NYSE]. Even if our common stock is approved to be listed on [NASDAQ/NYSE], we cannot assure you that our common stocks will continue to be listed on [NASDAQ/NYSE] in the future. In order to continue listing our securities on [NASDAQ/NYSE], we must maintain certain financial, distribution and share price levels. Moreover, we must comply with certain listing standards regarding the independence of our board of directors and members of our audit committee. We intend to fully comply with these requirements, but we may not continue to be able to meet these requirements in the future.

If [NASDAQ/NYSE] delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our common stock will be listed on [NASDAQ/NYSE], such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Furthermore, if we were no longer listed on [NASDAQ/NYSE], our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Plan of Operations”, and “Business”. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

● Our goals and strategies;

● Our future business development, financial conditions and results of operations;

● Our expectations regarding demand for and market acceptance of our products and services;

● Our ability to attract and retain management;

● Our ability to raise capital when needed and on acceptable terms and conditions;

● The intensity of competition;

● General economic conditions;

● Changes in regulations;

● Relevant government policies and regulations relating to our industry;

● Whether the market for healthcare services continues to grow, and, if it does, the pace at which it may grow;

● Our ability to compete against large competitors in a rapidly changing market; and

● Our ability to comply with the continued listing standards on the exchange or trading market on which our common stock is listed for trading.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our common stocks. In addition, the rapidly changing nature of the health and wellness industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $      million, [or approximately $      million if the Underwriter exercises its over-allotment option in full], after deducting underwriting discounts and the estimated offering expenses payable by us.

The primary purposes of this offering are to create a public market of our shares for the benefit of all shareholders, retain talented employees, and obtain additional capital. We plan to use the net proceeds of this offering as follows:

● approximately 15% for strengthening sales and marketing of our products, services and branding, including further development and promotion of our e-trading platform;

● approximately 40% for research and development (“R&D”) and technological development, including further research on enhancements of components in our current product and service offerings and the construction of a e-trading platform;

● approximately 20% for expanding operations into ASEAN and US markets, including expansion of our market share in Indonesia, Singapore and Thailand, collaborations with US companies in terms of product R&D and expansion of e-commerce operations to target US consumers;

● approximately 20% for future vertical and horizontal integrations, including strategic collaborations, mergers & acquisitions of insurance and health care service providers. We will further invest into production resources allowing us to produce our own products, ensuring supply and quality while reducing costs. In relation to the mergers and acquisitions, it will be mainly for our development as a comprehensive wellness ecosystem company. We have identified targets companies matching the following criteria: (i) with profitability and customer base comprising customers from the health care industry; and (ii) with established knowledge base of empirical/holistic skills, knowledge and technologies which are applicable to transform our company into a wellness ecosystem company such as skin care, cosmetic bio lab production, wellness center or complementary medical therapies for chronic health problems, manufacturers of water filtration system, etc; and

● the remainder for working capital and general corporate purposes, including future capital and operational expenditures and increasing our liquidity.

The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors.” The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

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CAPITALIZATION

The following table describes our cash and our capitalization as of June 30, 2021:

● on an actual basis; and

● on an as adjusted basis to reflect our receipt of the net proceeds from this offering after deducting the underwriting commissions and estimated offering expenses payable by us.

The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the public offering price of our common stock and other terms of this offering determined at pricing. In addition, except for the last column in the first table below, the tables below assume that the Underwriter over-allotment option has not been exercised. You should read this capitalization table together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information included elsewhere in this prospectus.

	Actual			Pro Forma Adjusted for IPO(1) (2)	Pro Forma Adjusted for IPO including Over- allotment(3)
Equity:
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding, actual and as adjusted	$	-		$	$
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 376,452,047 issued and outstanding, as adjusted		37,645
Additional paid in capital		6,440,616
Accumulated deficit		(1,710,318	)
Accumulated other comprehensive income		106,385
Total stockholders’ equity	$	4,874,328		$	$

(1) Gives effect to the sale of common stocks at a public offering price of $[         ] per share and to reflect the application of the proceeds after deducting our estimated offering expenses.

(2) Pro forma adjusted for IPO additional paid in capital reflects the net proceeds we expect to receive, after deducting the Underwriter commission ([        ]%), non-accountable Underwriter expense allowance ([         ]%) and other expenses (all the accountable expenses). We expect to receive net proceeds of $[          ] (approximately $[           ] million offering, less underwriting fee of $[          ] and offering expenses of $[           ]). For an itemization of an estimation of the total offering expenses, see “Item 13. Other Expenses of issuance and Distribution” beginning on page II-1 of this prospectus.

[(3) Pro forma adjusted for IPO additional paid in capital including the Underwriter’s over-allotment option reflects the net proceeds we expect to receive after the under exercise the over-allotment option in full and after deducting the Underwriter commission ([         ]%), non-accountable Underwriter expense allowance ([          ]%) and other expenses (all the accountable expenses). We expect to receive net proceeds of $[          ] (approximately $[          ] million offering, less underwriting fee of $[           ] and offering expenses of $[            ]). For an itemization of an estimation of the total offering expenses, see “Item 13. Other Expenses of issuance and Distribution” beginning on page II-1 of this prospectus.]

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering.

Dilution results from the fact that the per share offering price is substantially in excess of the book value per share of common stock attributable to the existing shareholders for our presently outstanding shares of common stock. Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book value as of June 30, 2021, was $5,887,458, or $0.02 per share.

Our post offering as adjusted net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after June 30, 2021, will be approximately $[          ] or approximately $[           ] per share. This would result in dilution to investors in this offering of approximately $[           ] per share or approximately [*]% from the assumed offering price of $[          ] per share. Net tangible book value per share would increase to the benefit of present shareholders by $[        ] per share attributable to the purchase of the shares by investors in this offering.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing shares.

	Offering(1)		Full Over- allotment Post-offering(2)
Assumed offering price per common stock	$		$
Net tangible book value per common stock as of June 30, 2021	$	0.02	$
Increase in net tangible book value per share after this offering	$		$
Net tangible book value per common stock after the offering	$		$
Dilution per common stock to new investors	$		$

(1)	Assumes gross proceeds from offering of [          ] common stock.
(2)	[Assumes gross proceeds from offering of [          ] common stock, if over-allotment option is exercised in full.]

The following chart illustrates our pro forma proportionate ownership, upon completion of the offering, by present shareholders and investors in this offering, compared to the relative amounts paid by each. The charts reflect payment by present shareholders as of the date the consideration was received and by investors in this offering at the offering price without deduction of the estimated underwriting commissions and our estimated offering expenses. The charts further assume no changes in net tangible book value other than those resulting from the offering.

	Shares Purchased				Total Consideration				Average Price
	Number	Percentage			Amount	Percentage			Per Share
New investors(1)				%	$			%	$
Existing shareholders				%	$			%	$
Total			100	%	$		100	%	$

⁽¹⁾ Assuming the offering is fully subscribed.

29

SELECTED CONSOLIDATED FINANCIAL DATA

AGAPE ATP CORPORATION

The following table presents selected consolidated financial data for the periods and at the dates indicated. The unaudited condensed consolidated financial statements for the three months and six months ended June 30, 2021 and 2020 have been prepared on the same basis as our audited consolidated financial statements for the years ended December 31, 2020 and 2019. The unaudited condensed financial statements include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair representation of our financial position and operating results for the periods presented. The selected consolidated statements of operations data for the three and six months ended June 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019, and the selected consolidated balance sheet data as of June 30 2021, December 31, 2020 and 2019 have been derived from our consolidated financial statements, included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period, and our results for any interim period are not necessarily indicative of the results expected for a full fiscal year.

You should read the following financial information together with the information under “Agape ATP Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Consolidated Statements of Operations Data:

	For the Three Months Ended June 30,
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	303,786		$	1,510,208
Revenue – related party		-			13,654
Cost of revenue		(35,623	)		(471,554	)
Gross profit		268,163			1,052,308
Selling, general and administrative expenses		(677,160	)		(1,006,116	)
(Loss) income from operations		(408,997	)		46,192
Other (expenses) income, net		(229,257	)		175,115
Provision for income taxes		(3,971	)		(134,067	)
Net (loss) income		(642,225	)		87,240
Other comprehensive (loss) income		(36,347	)		28,042
Comprehensive (loss) income	$	(678,572	)	$	115,282
(Loss) earnings per share – (basic and diluted)	$	0.00		$	0.00
Weighted average number of common shares outstanding (basic and diluted)		376,452,047			376,370,256

	For the Six Months Ended June 30,
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	605,566		$	1,510,208
Revenue – related party		-			13,654
Cost of revenue		(113,214	)		(471,554	)
Gross profit		492,352			1,052,308
Selling, general and administrative expenses		(1,243,859	)		(1,165,632	)
Loss from operations		(751,507	)		(113,324	)
Other (expenses) income, net		(214,277	)		102,881
Provision for income taxes		(10,091	)		(134,067	)
Net loss		(975,875	)		(144,510	)
Other comprehensive (loss) income		(74,631	)		35,812
Comprehensive loss	$	(1,050,506	)	$	(108,698	)
Loss per share – (basic and diluted)	$	0.00		$	0.00
Weighted average number of common shares outstanding (basic and diluted)		376,452,047			376,322,878

	For the Years Ended December 31,
	2020			2019
				(Unaudited)
Revenue	$	3,434,561		$	-
Revenue – related party		18,060			1,290,131
Cost of revenue		(775,855	)		(1,200,829	)
Gross profit		2,676,766			89,302
Selling, general and administrative expenses		(2,834,901	)		(403,894	)
Loss from operations		(158,135	)		(314,592	)
Other income (expenses), net		674,482			(408,500	)
(Provision for) benefit of income taxes		(161,581	)		6,965
Net income (loss)		354,766			(716,127	)
Other comprehensive income		171,231			11,079
Comprehensive income (loss)	$	525,997		$	(705,048	)
Earnings (loss) per share – (basic and diluted)	$	0.00		$	0.00
Weighted average number of common shares outstanding (basic and diluted)		376,387,778			376,275,500

30

Consolidated Balance Sheets Data:

	As of
	June 30, 2021		December 31, 2020		December 31, 2019
	(Unaudited)
Current assets	$	4,608,213	$	5,684,271	$	3,536,653
Total assets	$	5,892,107	$	7,210,607	$	4,335,274
Current liabilities	$	860,383	$	1,038,542	$	83,988
Total liabilities	$	1,017,779	$	1,285,773	$	83,988
Total equity	$	4,874,328	$	5,924,834	$	4,251,286

AGAPE SUPERIOR LIVING SDN. BHD.

The following table presents selected ASL’s consolidated financial data for the periods and at the dates indicated. The unaudited condensed consolidated financial statements for the three months ended March 31, 2020 and 2019 have been prepared on the same basis as ASL’s audited consolidated financial statements for the years ended December 31, 2019 and 2018. The unaudited condensed financial statements include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair representation of our financial position and operating results for the periods presented. The selected ASL’s consolidated statements of operations data for the years ended December 31, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2019, and December 31, 2018 have been derived from ASL’s audited consolidated financial statements, included elsewhere in this prospectus. ASL’s historical results for any prior period are not necessarily indicative of results to be expected in any future period, and ASL’s results for any interim period are not necessarily indicative of the results expected for a full fiscal year.

You should read the following financial information together with the information under “Agape Superior Living Sdn. Bhd. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ASL’s consolidated financial statements and the related notes included elsewhere in this prospectus.

Consolidated Statements of Operations Data:

	For the Three Months Ended						For the Years Ended
	March 31,						December 31,
	2020			2019			2019			2018
	(Unaudited)			(Unaudited)
Revenue	$	1,241,252		$	1,214,600		$	4,139,359		$	14,393,762
Cost of revenue		111,489			203,838			857,250			2,391,597
Gross profit		1,129,763			1,010,762			3,282,109			12,002,165
Operating expenses		884,767			1,315,346			4,678,023			9,468,890
Income (loss) from operations		244,996			(304,584	)		(1,395,914	)		2,533,275
Other income (expenses), net		3,413			(4,773	)		24,196			46,184
Provision for (benefits of) income taxes		50,833			(57,232	)		(312,224	)		597,548
Net income (loss)		197,576			(252,125	)		(1,059,494	)		1,981,911
Other comprehensive income (loss)		(101,171	)		2,460			(5,471	)		2,460
Comprehensive income (loss)	$	96,405		$	(249,665	)	$	(1,064,965	)	$	1,984,371
Earnings (loss) per share - (basic and diluted)	$	0.02		$	(0.17	)	$	(0.57	)	$	1.32
Weighted average number of common shares outstanding (basic and diluted)		9,590,598			1,500,000			1,854,656			1,500,000

31

Consolidated Balance Sheets Data:

	As of
	March 31, 2020		December 31, 2019		December 31, 2018
	(Unaudited)
Current assets	$	3,600,792	$	3,519,187	$	2,717,559
Total assets	$	4,105,376	$	4,126,180	$	3,158,206
Current liabilities	$	2,301,330	$	2,418,539	$	2,343,970
Total liabilities	$	2,301,330	$	2,418,539	$	2,362,871
Total equity	$	1,804,046	$	1,707,641	$	795,335

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as acquisition of business under common control at carrying value in accordance with accounting principles generally accepted in the United States of America.

The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are directly attributable to the Business Combination. The unaudited pro forma condensed combined balance sheet is based on the historical consolidated balance sheet of AATP and the historical consolidated balance sheet of ASL, each of which is included elsewhere in this prospectus, and in each case as of March 31, 2020 and has been prepared to reflect the Business Combination as if they occurred on March 31, 2020. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the three months ended March 31, 2020 and for the year ended December 31, 2019, each of which is included elsewhere in this prospectus, combine the historical results of operations of AATP and ASL for those periods, giving effect to the Business Combination as if they occurred on January 1, 2019.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Business Combination and the proposed related financing transactions been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements below should be read in conjunction with the sections entitled “Agape ATP Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Agape Superior Living Sdn. Bhd. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes thereto of AATP and ASL included elsewhere in this prospectus.

32

AGAPE ATP CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2020

				Agape Superior
	Agape ATP Corporation			Living Sdn. Bhd.			Pro Forma Adjustments			Note	Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,588,207		$	1,206,493		$	-			$	3,794,700
Accounts receivable - related party		523,141			-			(523,141	)	(b)		-
Other receivables		-			33,210			-				33,210
Other receivables - related parties		-			219,121			-				219,121
Inventories		-			616,880			(26,635	)	(c)		590,245
Amount due from a related party		2,227			-			-				2,227
Prepaid taxes		-			1,206,821			-				1,206,821
Prepayments and deposits		304,993			318,267			-				623,260
Amount due from a director		656,495			-			(656,495	)	(a)		-
Total current assets		4,075,063			3,600,792			(1,206,271	)			6,469,584
OTHER ASSETS
Property and equipment, net		-			325,648			-				325,648
Intangible assets, net		-			6,686			-				6,686
Investment in marketable securities		48,202			-			-				48,202
Investment in non-marketable securities		1,500			-			-				1,500
Deferred taxes asset, net		-			172,250			-				172,250
Total other assets		49,702			504,584			-				554,286
TOTAL ASSETS	$	4,124,765		$	4,105,376		$	(1,206,271	)		$	7,023,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable - related party	$	-		$	491,628		$	(491,628	)	(b)	$	-
Customer deposits		-			1,600,606			-				1,600,606
Other payables and accrued liabilities		97,459			209,096			-				306,555
Total current liabilities		97,459			2,301,330			(491,628	)			1,907,161
TOTAL LIABILITIES		97,459			2,301,330			(491,628	)			1,907,161
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-			-				-
Common stock, par value $0.0001; 1,000,000,000 shares authorized, 376,452,047 shares issued and outstanding		37,628			-			17		(a)		37,645
Ordinary shares, no par value, 9,590,598 shares issued and outstanding		-			2,372,008			(2,372,008	)	(a)		-
Additional paid-in capital		5,293,082			-			1,147,534		(a)		6,440,616
Accumulated deficit		(1,320,959	)		(542,428	)		542,428		(a)		(1,347,594	)
								(26,635	)	(c)
Accumulated other comprehensive income (loss)		17,555			(25,534	)		25,534		(a)		(13,958	)
								(31,513	)	(b)
TOTAL STOCKHOLDERS’ EQUITY		4,027,306			1,804,046			(714,643	)			5,116,709
TOTAL STOCKHOLDERS’ EQUITY AND LIABILITIES	$	4,124,765		$	4,105,376		$	(1,206,271	)		$	7,023,870

33

AGAPE ATP CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2020 

				Agape Superior
	Agape ATP Corporation			Living Sdn. Bhd.			Pro Forma Adjustments		Note	Pro Forma Combined
REVENUE	$	-		$	1,241,252		$	-		$	1,241,252
COST OF REVENUE		-			(111,489	)		11,636	(a)		(99,853	)
GROSS PROFIT		-			1,129,763			11,636	(a)		1,141,399
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(159,516	)		(884,767	)		-			(1,044,283	)
(LOSS) INCOME FROM OPERATIONS		(159,516	)		244,996			11,636			97,116
TOTAL OTHER INCOME (EXPENSES), NET		(72,234	)		3,413			-			(68,821	)
NET LOSS (INCOME) BEFORE INCOME TAXES		(231,750	)		248,409			11,636			28,295
PROVISION FOR INCOME TAXES		-			(50,833	)		-			(50,833	)
NET (LOSS) INCOME		(231,750	)		197,576			11,636			(22,538	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		7,770			(101,171	)		-			(93,401	)
COMPREHENSIVE (LOSS) INCOME	$	(223,980	)	$	96,405		$	11,636		$	(115,939	)
(LOSS) EARNINGS PER SHARE
Basic and diluted	$	0.00		$	1.12					$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		376,275,500			176,547						376,452,047

34

AGAPE ATP CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

For the Year Ended December 31, 2019 

				Agape Superior
	Agape ATP Corporation			Living Sdn. Bhd.			Pro Forma Adjustments			Note	Pro Forma Combined
REVENUE	$	-		$	4,139,359		$	-			$	4,139,359
REVENUE - INTERCOMPANY		1,290,131			-			(1,290,131	)	(a)		-
COST OF REVENUE		(1,200,829	)		(857,250	)		1,251,860		(a)		(806,219	)
GROSS PROFIT		89,302			3,282,109			(38,271	)	(a)		3,333,140
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(489,724	)		(4,678,023	)		-				(5,167,747	)
LOSS FROM OPERATIONS		(400,422	)		(1,395,914	)		(38,271	)			(1,834,607	)
TOTAL OTHER INCOME (EXPENSES), NET		(322,670	)		24,196			-				(298,474	)
LOSS BEFORE INCOME TAXES		(723,092	)		(1,371,718	)		(38,271	)			(2,133,081	)
BENEFIT FOR INCOME TAXES		6,965			312,224			-				319,189
NET LOSS		(716,127	)		(1,059,494	)		(38,271	)			(1,813,892	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		11,079			(5,471	)		-				5,608
COMPREHENSIVE LOSS	$	(705,048	)	$	(1,064,965	)	$	(38,271	)		$	(1,808,284	)
LOSS PER SHARE
Basic and diluted	$	0.00		$	(6.00	)					$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		376,275,500			176,547							376,452,047

35

Note 1 — Description of Transactions

On May 8, 2020, Agape ATP Corporation (“AATP” or 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 (“ASL”), an entity incorporated in Malaysia for $1,714,003 (the “Business Combination”). The purchase consideration represented the net asset carrying value of the ASL as of March 31, 2020 from its internal financial statements. The payment, net of the amount due from Mr. How Kok Choong of $656,495 as of March 31, 2020 arising from the purchase of the Company’s non-marketable security, will be satisfied together with the issuance of 162,694 shares of the Company’s common stock. Upon completion, the number of shares of common stock of the Company will be increased from 376,275,500 to 376,438,194, equivalent to approximately 0.0432% increase of the total issued and outstanding common stock of the Company after the issuance of the additional shares, which was valued at $1,057,508 based on the closing price of $6.50 of the Company at March 31, 2020.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043. On July 1, 2020, the Company entered into a supplemental agreement share exchange agreement to the May 8, 2020 Share Exchange Agreement with Mr. How Kok Choong, CEO of the Company, to issue additional 13,853 shares of the Company, which was valued at $90,043 based on the closing price of $6.50 of the Company at March 31, 2020. Upon completion of the additional allotment and issuance of common stock, the number of shares of common stock of the Company increased from 376,275,500 to 376,452,047, equivalent to approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.

Note 2 — Basis of Presentation

The unaudited pro forma condensed combined financial statements give effect to the Business Combination under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as acquisition of business under common control at carrying value in accordance with accounting principles generally accepted in the United States of America.

The unaudited pro forma condensed combined balance sheet as of March 31, 2020 was derived from the Company’s unaudited consolidated balance sheet, and ASL’s unaudited balance sheet, as of March 31, 2020. The unaudited pro forma condensed combined balance sheet as of March 31, 2020 assumes that the Business Combination were completed on March 31, 2020.

The unaudited pro forma condensed combined statement of operations and comprehensive loss information for the three months ended March 31, 2020 was derived from the Company’s unaudited consolidated statement of operations and comprehensive loss and ASL’s unaudited statements of operations and comprehensive loss for the three months ended March 31, 2020. The unaudited pro forma condensed combined statement of operations and comprehensive loss information for the year ended December 31, 2019 was derived from the Company’s unaudited consolidated statement of operations and comprehensive loss and ASL’s audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2019 and gives pro forma effect to the Business Combination as if they had occurred on January 1, 2019.

Note 3 — Notes and Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments to the unaudited pro forma condensed combined balance sheet consist of the following:

(a)	Reflects the transaction effect the acquisition of 9,590,596 ordinary shares of Agape Superior Living Sdn. Bhd. (“ASL”) with total consideration of $1,804,046 (approximately MYR 7.8 million), of which, $656,495 (approximately MYR 2.8 million) to be offset with receivable from Mr. How Kok Choong, the CEO and director of AATP and 176,547 shares of common stock of AATP to be issued determined using the closing price of AATP on March 31, 2020 at $6.5 per share, valued at $1,147,551.
(b)	Reflects the elimination of intercompany receivable and payable balances.
(c)	Reflects the elimination of intercompany gross profit generated from sales of AATP to ASL remained at ASL inventories.

Note 4 — Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Loss

The pro forma adjustments to the unaudited pro forma condensed combined statements of operations and comprehensive loss consist of the following:

(a) Reflects the elimination of intercompany gross profit generated from sales of AATP to ASL

36

AGAPE ATP CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section headed “Selected Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

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 wholly owned subsidiary, Agape ATP Corporation, a company organized in Labuan, Malaysia.

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited, 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., an entity incorporated in Malaysia.

Agape Superior Living Sdn. Bhd. (“ASL”) is a limited company incorporated on August 8, 2003, under the laws of 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 September 15, 2020, WATP entered into a business collaboration agreement with ASL to carry out certain wellness programs.

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.

Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore incorporated WATP in September 2020. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

The Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

The ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual. 

Results of Operation

For the three months ended June 30, 2021 and 2020

Revenue

We generated revenue of $303,786 for the three months ended June 30, 2021 as compared to $1,523,862 for the three months ended June 30, 2020, representing a significant decrease of $1,220,076 or approximately 80.1%. The significant decrease was mainly due to the COVID-19 situation in Malaysia which has turned more severe. As such, it has adversely affected our business operations. From the CMCO, the entire country was again placed under full lockdown effective May 12, 2021. The lockdowns disrupted much of our operational activities, which led to the significant decrease in revenue for the three months ended June 30, 2021 as compared to the same period in 2020. Economically, the prolonged pandemic will adversely affect the purchasing power of consumers. On July 17, 2021, the full lockdown was slightly eased.

Cost of Revenue

Cost of revenue for the three months ended June 30, 2021 amounted to $35,623 as compared to $471,554 for the three months ended June 30, 2020, representing a significant decrease of $435,931 or approximately 92.4%. The cost of revenue comprised freight-in, cost of goods purchased, and packing materials. The significant decrease in cost of revenue for the three months ended June 30, 2021 as compared to the same period in 2020, was in line with the significant decrease in our revenues. As explained above, much of our operational activities was disrupted as a result of the resurgence of COVID-19 infection and CMCO imposed in Malaysia.

Gross Profit

Gross profit for the three months ended June 30, 2021 amounted to $268,163 as compared to $1,052,308 for the three months ended June 30, 2020. Gross margin for the three months ended June 30, 2021 was approximately 88.3% as compared to approximately 69.1% for the three months ended June 30, 2020. As explained above, the decrease in gross profit was attributed to the significant decrease in revenue due to the disruption of our operational activities. We generated higher gross margin for the three months ended June 30, 2021, as our sold products were mostly sourced from our local suppliers. For the three months ended June 30, 2020, our sold products were mostly sourced from overseas suppliers with higher freight-in cost.

Operating Expenses

Our operating expenses consist of selling expenses, commission expenses, general and administrative expenses and provision for doubtful accounts. 

Selling expenses

Selling expenses for the three months ended June 30, 2021 amounted to $100,838 as compared to $108,894 for the three months ended June 30, 2020, a slight decrease of $8,056 or approximately 7.4%. The slight decrease was mainly due to a decrease of approximately $4,000 in salary and benefit expenses and a decrease of approximately $4,000 in other selling expenses.

Commission expenses

Commission expenses were $92,774 and $382,498 for the three months ended June 30, 2021 and 2020, respectively, representing a significant decrease of $289,724 or approximately 75.7%. The significant decrease in commission expenses was in line with the significant decrease in revenue.

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General and administrative expenses

General and administrative (“G&A”) expenses for the three months ended June 30, 2021 amounted to $361,862, as compared to $514,724 for the three months ended June 30, 2020, representing a decrease of $152,862 or approximately 29.7%. The decrease was predominately due to the decrease of professional fees of approximately $180,000 as we have completed the acquisition of ASL in 2020 and no longer incurring such expenses in the three months ended June 30, 2021.

Provision for doubtful accounts

Provision for doubtful accounts were $121,686 and $nil for the three months ended June 30, 2021 and 2020, respectively, a significant increase of $121,686 or 100.0%. The provision for doubtful accounts was in respect of prepayments to a supplier. As the prepayments remain outstanding for over a year, the likelihood of recovering the prepayments is remote.

Other (Expenses) Income

For the three months ended June 30, 2021, we recorded an amount of $229,257 as other expenses, net as compared to $175,115 other income, net for the three months ended June 30, 2020, representing a significant decrease of $404,372 or approximately 230.9%. The net other expenses of $229,257 incurred during the three months ended June 30, 2021 comprised of other income of $11,770 and unrealized holding loss on marketable securities of $241,027. The net other income of $175,115 incurred during the three months ended June 30, 2020 comprised other income of $29,911 and unrealized holding gain on marketable securities of $145,204.

Provision for Income Taxes

We recorded provision for income taxes $3,971 and $134,067 for the three months ended June 30, 2021 and 2020, respectively. During the three months ended June 30, 2021, we recorded income taxes from our U.S. Subpart F and GILTI taxes on the stock dividend from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 and income taxes on Labuan’s interest income, offset by ASL’s taxable losses that can be carried forward for 7 years, which resulted in recognition of deferred tax assets on net operating loss and income tax benefits. On the other hand, during the three months ended June 30, 2020, we generated taxable income in ASL that was subjected to a unified 24% income tax rate.

Net (Loss) Income

We incurred a net loss of $642,225 for the three months ended June 30, 2021, from a net income of $87,240 for the three months ended June 30, 2020, a decrease of $729,465, predominately due to reasons as discussed above.

For the six months ended June 30, 2021 and 2020

Revenue

We generated revenue of $605,566 for the six months ended June 30, 2021 as compared to $1,523,862 for the six months ended June 30, 2020, representing a significant decrease of $918,296 or approximately 60.3%. It is to be noted that as between the two six-months period, ASL contributed revenue throughout the entire six months ended June 30, 2021, whereas ASL’s revenue contribution to us only began from April 1, 2020 to June 30, 2020, after the acquisition on May 8, 2020. For the period from January 1, 2020 to March 31, 2020, we were only making sales to our related party on wholesale basis when they placed the purchase orders. Despite a full six months revenue contribution from ASL, which brought us to a large group of customers in an established network marketing sales channel that has been in established in Malaysia for the past 15 years, the $918,296 reduction in revenue for the recent six-months period, was due to the COVID-19 situation in Malaysia which has turned more severe. From the CMCO, the entire country was again placed under full lockdown effective May 12, 2021. The lockdowns disrupted much of our operational activities, which led to the significant decrease in revenue for the six months ended June 30, 2021 as compared to the same period in 2020. Economically, the prolonged pandemic will adversely affect the purchasing power of consumers. On July 17, 2021, the full lockdown was slightly eased.

Cost of Revenue

Cost of revenue for the six months ended June 30, 2021 amounted to $113,214 as compared to $471,554 for the six months ended June 30, 2020, representing a significant decrease of $358,340 or approximately 76.0%. As discussed above, cost of revenue for the recent six-months period comprised solely, costs incurred by ASL for its retail activities. Cost of revenue for the previous six-months period comprised of (i) costs related to our wholesale business from January 1, 2020 to March 31, 2020, prior to the acquisition of ASL; and (ii) costs incurred by ASL for its retail activities after the acquisition.

For our retail activities, cost of revenue typically comprises freight-in, cost of goods purchased and packing materials. For the six months ended June 30, 2021, our cost of revenue also included inventory write-downs of $36,809.

Cost of revenue for wholesale business typically comprises cost of goods purchased only.

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Gross Profit

Gross profit for the six months ended June 30, 2021 amounted to $492,352 as compared to $1,052,308 for the six months ended June 30, 2020. Gross margin for the six months ended June 30, 2021 was approximately 81.3% as compared to approximately 69.1% for the six months ended June 30, 2020. As discussed above, gross margin for the two six-months period is less comparable due to (i) change in our business activities from wholesale business to retail activities effective April 1, 2020. Typically, selling our products directly to the customers in the network channel generates higher gross margins as compared to gross margins from our sales to our related party wholesales customers; and (ii) the adverse economic impact brought about by the COVID-19 pandemic. We had to adhere to the MCO and CMCO which disrupted our operations for the six months ended June 30, 2021.

Operating Expenses

Our operating expenses consist of selling expenses, commission expenses, G&A expenses and provision for doubtful accounts.

Selling expenses

Selling expenses for six months ended June 30, 2021 amounted to $216,952 as compared to $109,356 for the six months ended June 30, 2020, representing a significant increase of $107,596 or approximately 98.4%. The significant increase was mainly due to selling expenses incurred for the six months ended June 30, 2021 encompassed selling expenses incurred by ASL for the entire six months period, whereas selling expenses for the corresponding period last year in connection to ASL’s retail activities only began form April 1, 2020 to June 30, 2020 after its acquisition on May 8, 2020.

Commission expenses

Commission expenses were $181,213 and $382,498 for the six months ended June 30, 2021 and 2020, respectively, representing a significant decrease of $201,285 or 52.6%. The significant decrease in commission expenses was in line with the decrease in revenue as our operational activities was disrupted due to the many lockdowns imposed by the government of Malaysia as a direct result of the resurgence of COVID-19 infections in Malaysia.

General and administrative expenses

General and administrative expenses for six months ended June 30, 2021, amounted to $724,008 as compared to $673,778 for the six months ended June 30, 2020, an increase of $50,230 or approximately 7.5%. G&A expenses for six months ended June 30, 2021 encompassed G&A expenses incurred by ASL for the entire six months period, whereas G&A expenses for the corresponding period last year in connection to ASL’s retail activities only began from April 1, 2020 to June 30, 2020, after its acquisition on May 8, 2020.

G&A expenses increased marginally by approximately 7.5%, and it did not double as most G&A expenses incurred for the six months ended June 30, 2020 were directly related to the acquisition of ASL, which exercise was completed in April in 2020. The expenses were therefore not expected to recur.

G&A expenses for the six months ended June 30, 2021 comprised of professional fees of $186,405 for legal counsel, auditor, and financial reporting consultant in the U.S. and Hong Kong, to strengthen our current Securities and Exchange Commission (“SEC”) listing reporting documents and continue to stay compliant, salary and employee benefit expenses of $321,896, rental expenses of $91,521, depreciation expenses of $39,185 and other general and administrative expenses of $85,001.

G&A expenses for the six months ended June 30, 2020 comprised of professional fees of $352,888 for legal counsel, auditor, and financial reporting consultant in the U.S. and Hong Kong, to strengthen our current SEC listing reporting documents and continue to stay compliant, salary and employee benefit expenses of $131,911, rental expenses of $48,248, travelling expenses for our CEO for potential business developments of $32,917, depreciation expenses of $18,343 and other general and administrative expenses of $94,088.

Other Income (Expenses)

For the six months ended June 30, 2021, we recorded an amount of $214,277 as other expenses, net as compared to $102,881 other income, net for the six months ended June 30, 2020, representing a significant decrease of $317,158 or approximately 308.3%. The net other expenses of $214,277 incurred during the six months ended June 30, 2021 comprised of other expenses of $48,546 and unrealized holding loss on marketable securities of $165,731. The net other income of $102,881 incurred during the six months ended June 30, 2020 comprised other expenses of $23,785 and unrealized holding gain on marketable securities of $126,666.

Provision for Income Taxes

We recorded provision for income taxes $10,091 and $134,067 for the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, we recorded income taxes from our U.S. Subpart F and GILTI taxes on the stock dividend from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 and income taxes on Labuan’s  interest income, offset by ASL’s taxable losses that can be carried forward for 7 years, which resulted in recognition of deferred tax assets on net operating loss and income tax benefits. On the other hand, during the six months ended June 30, 2020, we generated taxable income in ASL that was subjected to a unified 24% income tax rate.

Net Loss

Net loss increased by $831,365 from net loss of $144,510 for the six months ended June 30, 2020 to $975,875 for the six months ended June 30, 2021, mainly due to reasons as discussed above.

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For the years ended December 31, 2020 and 2019

Revenue

The Company generated revenue of $3,452,621 for the year ended December 31, 2020 as compared to $1,290,131 for the year ended December 31, 2019, representing a significant increase of $2,162,490 or approximately 167.6%. The revenue was predominately derived from the increased sales of health and wellness products as a result from the acquisition of ASL, which brought us to a large group of customers in an established network marketing sales channel that were established in Malaysia for the past 15 years. For the year ended December 31, 2019, we were only making sales to our related party, Agape S.E.A. Sdn Bhd, on wholesale basis when they placed the purchase orders.

Cost of Revenue

Cost of revenue for the year ended December 31, 2020 amounted to $775,855 as compared to $1,200,829 for the year ended December 31, 2019, representing a decrease of $424,974 or approximately 35.4%. The cost of revenue comprised cost of goods purchased and packing materials. The cost of revenue for the current reporting year was predominately incurred by ASL for its distribution activities to its members, while the cost of revenue for last year was related to wholesale business of the Company prior to the acquisition of ASL. In addition, the Company also incurred less cost of revenue for 2020 due to the cost saving for adding a local supplier rather than fully dependence on its foreign suppliers resulted from higher freight-in cost.

Gross Profit

Gross profit for the year ended December 31, 2020 amounted to $2,676,766 as compared to $89,302 for the year ended December 31, 2019. Gross margin for the year ended December 31, 2020 was approximately 77.5% as compared to approximately 6.9% for the year ended December 31, 2019. The significant increase in gross profit was mainly due to the increase in revenue as a result from the operation of ASL, which brought us to a large group of customers in an established network marketing sales channel. For the year ended December 31, 2020, we generated higher gross margins of selling our products directly to the customers in the network channel as compared to the year ended December 31, 2019, which we generated a much lower gross margins from our sales to our related party, Agape S.E.A. Sdn Bhd, wholesales customer.

Operating Expenses

Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses. 

Selling expenses

Selling expenses for year ended December 31, 2020 amounted to $376,582 as compared to $7,846 for the year ended December 31, 2019, representing a significant increase of $368,736 or approximately 4,699.7%. The significant increase was predominately due to the acquisition of ASL which attributed additional selling expenses to our operations and resulted from the increase of approximately $254,000 salary and employee benefit expenses of our employees in ASL’s sales center for the year ended December 31, 2020. As compared to the same period in 2019, we did not have any employees on our sales team. The significant increase was also attributable to the increase of approximately $33,000 credit card charges of processing sales transactions from our customers, the increase of approximately $38,000 of promotional and event expenses as we have more events and gifts to promote our products and the increase of other miscellaneous selling expenses of approximately $43,000 as we spend more resources to expand our business.

Commission expenses

Commission expenses were $830,659 and $nil for the years ended December 31, 2020 and 2019, respectively, representing a significant increase of $830,659 or 100.0%. The significant increase in commission expenses was due to the acquisition of ASL which brought us to a new marketing channel which pays commissions to distributors and members in network sales marketing.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2020 amounted to $1,627,660, as compared to $396,048 for the year ended December 31, 2019, representing a significant increase of $1,231,612 or approximately 311.0%. The significant increase was predominately due to the increase of professional fees of approximately $555,000 as we have recently hired new professional firms located in the U.S. and Hong Kong, including legal counsel, auditor, and financial reporting consultant, to strengthen our current SEC listing reporting documents and to continue to stay compliant and professional services incurred in relation to the acquisition of ASL during the year ended December 31, 2020 as compared to the same period in 2019, we were using local professional firms in Malaysia. Professional fee incurred by the U.S. and Hong Kong firms are generally higher than the professional fees incurred by the Malaysia firms. The significant increase of general and administrative expenses was also attributable to the acquisition of ASL with approximately $677,000 additional general and administrative expenses to our operations, which mainly comprised of rental expenses, salary and employee benefit expenses and depreciation expenses.

Other Income (Expenses)

For the year ended December 31, 2020, other income, net was $674,482 as compared to $408,500 other expenses, net for the year ended December 31, 2019, representing a significant increase of $1,082,982 or approximately 265.1%. The net other income of $674,482 derived during the year ended December 31, 2020 comprised of interest income of $49,203, other income of $38,051, foreign currency gain of $77,029, unrealized holding gain on marketable securities of $350,137 and dividend income from marketable securities of $160,062. The net other expenses of $408,500 incurred during the year ended December 31, 2019 comprised other income of $36,301, $26,085 on loss from our equity investment, unrealized holding loss on marketable securities of $68,391, $16,509 on gain on deemed disposal of shares in investee company and $366,834 of impairment loss in our equity investment.

Provision for (Benefit of) Income Taxes

The Company recorded provision for (benefit of) income taxes $161,581 and $(6,965) for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, we generated taxable income in ASL that are subject to a unified 24% income taxes rate which include current period provision as well as deferred tax assets which the Company utilized on prior periods losses in ASL. Conversely, during the year ended December 31, 2019, we incurred taxable losses that can be carried forward for 7 years, which resulted in recognition of deferred tax assets on net operating loss and income taxes benefits.

Net Income (Loss)

Net income was $354,766 for the year ended December 31, 2020, changed from net loss of $716,127 for the year ended December 31, 2019, predominately due to reasons as discussed above.

Liquidity and Capital Resources

On March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic. To help counter the transmission of COVID-19, the government of Malaysia initiated movement control orders (“MCO”), the first effective March 18, 2020. The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. The first MCO was extended three times, each for a two-weeks period, until May 12, 2020. On May 13, 2020, the MCO was eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia. The CMCO was further relaxed, and on June 8, 2020, Malaysia moved into the Recovery Movement Control Order (“RMCO”). Due to a resurgence of COVID-19, CMCO was reimposed in the state of Sabah, Selangor, Kuala Lumpur and Putrajaya effective October 14, 2020. On November 7, 2020, the CMCO was extended to a wider geographical area to include another six states in the country. Effectively, ten of thirteen states in Malaysia were placed under CMCO with the exceptions of Perlis, Pahang and Kelantan. On January 1, 2021, the Government of Malaysia extended the Recovery Movement Control Order (“RMCO”) through March 31, 2021. On January 12, 2021, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country.

On March 5, 2021, lockdowns in most part of the country was eased to a CMCO, nevertheless, COVID-19 cases in the country continue to rise. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of our customers or suspension supplies may negatively affected, and could continue to negatively affect, the demand for our products;

● we may have to provide significant sales incentives to our customers during the outbreak, which may in turn materially adversely affect our financial condition and operating results; and

● any disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may also lead to loss of our customers.

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Although some of the countries from which our products are sourced are experiencing lockdowns, industries involve in the provision of food especially health products and pharmaceuticals are normally exempted. We may experience slight delay in products delivery lead time but barring unforeseen circumstances, the setback should be temporary. 

We currently operating primarily in Malaysia and anticipate expanding into the Asian markets in the future, with a particular focus, at least initially, on expanding into Thailand, Indonesia and Taiwan. We will explore expansion via e-commerce. When the pandemic has subsided or is over and restrictions on travelling between nations are uplifted, we will set up offices in the countries in which we operate to better service our customers.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that our total revenues will grow or remain at the similar level year over year in the remaining period of 2021 and in 2022.

As of June 30, 2021, we had working capital of $3,747,830 consisting of cash in bank of $1,215,004 and time deposits of $2,077,345 as compared to working capital of $4,645,729 consisting of cash in bank of $1,112,147 and time deposits of $2,391,182 as of December 31, 2020.  In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. We believe we will have sufficient resource to fund our working capital needs for the next 12 months from the date of issuance of this prospectus.

The following summarizes the key components of our cash flows for the six months ended June 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019:

	For the Six Months ended						For the Years Ended
	June 30, 2021			June 30, 2020			December 31, 2020			December 31, 2019
	(Unaudited)			(Unaudited)						(Unaudited)
Net cash used in operating activities	$	(134,748	)	$	(780,664	)	$	(557,951	)	$	(704,418	)
Net cash (used in) provided by investing activities		(1,220	)		1,280,991			1,276,200			(1,500	)
Net cash (used in) provided by financing activities		(16,588	)		140,837			(22,091	)		(4,573	)
Effect of exchange rate on cash and cash equivalents		(64,244	)		42,043			76,985			2,031
Net change in cash and cash equivalents	$	(216,800	)	$	683,207		$	773,143		$	(708,460	)

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Operating activities

Net cash used in operating activities for the six months ended June 30, 2021 was $134,748 and were mainly comprised of the net loss of $975,875, deferred tax benefit of $53,299 increase in prepayments and deposits of $15,120, the decrease in customer deposits of $60,618, the payment of operating lease liabilities of $74,399 and the decrease in other payables and accrued liabilities of $129,355. The net cash used in operating activities was mainly offset by the non-cash depreciation and amortization expense of $39,185, amortization of operating right-of-use assets of $75,387, unrealized holding loss on marketable securities of $165,731, inventories write-down of $36,636, provision for doubtful accounts of $121,686, the decrease of accounts receivables of $169,393, the decrease in inventories of $80,969, the refund in prepaid taxes of $448,054 and the increase in income tax payables of $36,877.

Net cash used in operating activities for the six months ended June 30, 2020 was $780,664 and was mainly comprised of our net loss of $144,510, the non-cash income on unrealized holding gain on marketable securities of $126,667, the increase of accounts receivables, including related party, of $322,547, the decrease of customer deposits of $712,749 and the payment of operating lease liabilities of $32,253. The net cash used in operating activities was mainly offset by the non-cash depreciation expense of $17,716, amortization of operating right-of-use assets of $32,756 and deferred taxes provision of $134,067, the decrease in prepayments and deposits of $125,422, the decrease in inventories of $206,540 and the increase in other payables and accrued liabilities of $51,093.

Net cash used in operating activities for the year ended December 31, 2020 was $557,951 and were mainly comprised of the non-cash income on unrealized holding gain on marketable securities of $350,137 and dividend income from marketable securities of $160,062, the increase of accounts receivables of $165,149, the decrease of customer deposits of $1,421,886 and the payment of operating lease liabilities of $105,009. The net cash used in operating activities was mainly offset by the net income of $354,766, the non-cash depreciation and amortization expense of $56,912, amortization of operating right-of-use assets of $106,561, deferred tax provision of $178,329, the decrease in inventories of $78,674, the decrease in prepaid taxes of $184,985, the decrease in prepayments and deposits, including related party of $352,577, and the increase in other payables and accrued liabilities of $336,709.

Net cash used in operating activities for the year ended December 31, 2019 was $704,418 and were mainly comprised of net loss of $716,127, the non-cash expense of gain on deemed disposal of shares in Investee Company of $16,509, the increase of related party accounts receivable of $518,940, the decrease in income taxes payables of $6,965, and the decrease in customer deposits of $217,743. The net cash used in operating activities was mainly offset by the non-cash expense of loss from equity investment of $26,085, unrealized holding loss on marketable securities of $68,391 and the impairment loss in equity investment of $366,834, the decrease of prepayments and deposits of $241,372, and the increase in other payables and accrued liabilities of $68,557.

Investing activities

Net cash used in investing activities for the six months ended June 30, 2021 was $1,220, which was in respect of purchase of equipment.

Net cash provided by investing activities for the six months ended June 30, 2020, were in respect of cash and cash equivalents acquired through acquisition of ASL of $1,210,818 and partial proceeds collected from the sale of our non-marketable securities of $70,173.

Net cash provided by investing activities for the year ended December 31, 2020 was $1,276,200, which were in respect of cash and cash equivalents acquired through acquisition of ASL of $1,210,818, partial proceeds collected from the sale of our non-marketable securities of $70,173 and proceeds from sale of investment in marketable securities of $121, offset by purchase of equipment and intangible assets of $4,912.

Net cash used in investing activities for the year ended December 31, 2019 was $1,500 which was due to the investment in non-marketable securities.

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Net cash used in investing activities for the year ended June 30, 2018 was $1,362,490, which consists of $500,000 of investment in marketable securities and $862,490 of investment in investee company.

Financing activities

Net cash used in financing activities for the six months ended June 30, 2021 was $16,588 which were mainly comprised of payment of deferred offering cost of $14,160 and advances to related parties of $2,428.

Net cash provided by financing activities for the six months ended June 30, 2020 was $140,837 which were mainly comprised of repayments from related parties of $216,575 offset by payment of deferred offering cost of $75,738.

Net cash used in financing activities for the year ended December 31, 2020 was $22,091 which were mainly comprised of payment of deferred offering cost of $249,525 offset by repayments from related parties of $227,434.

Net cash used in financing activities for the year ended December 31, 2019 was $4,573 which were due to the repayment to a director of $5,318 offset by repayment from related parties of $745.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

Off-Balance Sheet Arrangements

As of June 30, 2021, 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 Polices

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the 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 consolidated financial statements include allowance for doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, operating right-of-use assets, operating lease liabilities and uncertain tax position and impairment of investment in non-marketable securities. Actual results could differ from these estimates.

Revenue recognition

On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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.

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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.

Prior to July 1, 2019, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from supplies of health and wellness products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded.

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption on July 1, 2019, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

Sales of Health and Wellness products

- Performance obligations satisfied at a point in time

On July 1, 2019, the Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods, which is generally similar to when its delivery has occurred prior to July 1, 2019 Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. 

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Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation section in person.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp.

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.

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AGAPE SUPERIOR LIVING SDN. BHD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with Agape Superior Living Sdn. Bhd.’s (“ASL” or the “Company”) consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) ASL’s projected sales, profitability, and cash flows, (b) ASL’s growth strategy, (c) anticipated trends in ASL’s industry, (d) ASL’s future financing plans, and (e) ASL’s anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Overview

AGAPE Superior Living Sdn. Bhd. is a network marketing company specializing in healthcare products and focusing on improving people’s health and wellbeing that has been in existence in Malaysia for the past 15 years.

ASL’s advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of proper nutrition and advice from skilled nutritionists and dieticians.

The ATP Zeta Super Health Program consists of eight products. None of these products are owned or produced by the Company. In the event that any of these products are no longer produced, or are otherwise unavailable, the Company may have to devote significant effort to identifying and obtaining comparable replacement products. The eight products that comprise the ATP Zeta Super Health Program are ATP1s Survivor Select, ATP2 Energized Mineral Concentrate, ATP3 Ionized Cal-Mag, ATP4 Omega Blend, ATP5 BetaMaxx, AGN-Vege Fruit Fiber, AGP1-Iron and YFA-Young Formula.

ASL’s ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

ASL’s BEAUNIQUE product series focuses on the research of diet’s impact on modifying gene expressions to address genetic variations and deliver a nutrigenomic solution for every individual.

Results of Operations

For the three months ended March 31, 2020 and 2019

Net Revenues

The Company generated revenue of $1,241,252 for the three months ended March 31, 2020 as compared to $1,214,600 for the three months ended March 31, 2019. The revenues were mainly derived from the sales of health and wellness products. Revenues remained fairly consistent for both periods with a slight increase of $26,652 during the three months ended March 31, 2020 as compared to the same period in 2019. As the government of Malaysia imposed a Movement Control Order (“MCO”) effective March 18, 2020 onwards, the impact on our sales arising from the COVID-19 pandemic was not fully effected for the three months ended March 31, 2020.

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Cost of Revenues

Cost of revenues for the three months ended March 31, 2020 amounted to $111,489 as compared to $203,838 for the three months ended March 31, 2019. The costs were predominantly cost of manufactured goods, freight-in, packing materials and customs duties. The decrease in cost of revenue was mainly due to the decease of freight-in charges, custom duties, and packing materials as we were trying to minimize these costs and to maximize our profit margin and profits during the three months ended March 31, 2020 as compared to the same period in 2019 by sourcing some of our products locally.

Gross Profit

Gross profit for the three months ended March 31, 2020 amounted to $1,129,763 as compared to $1,010,762 for the three months ended March 31, 2019. Gross margin for the three months ended March 31, 2020 was approximately 91.0 % as compared to approximately 83.2% for the three months ended March 31, 2019. The increase of gross margin was mainly due to the slight increase of revenues and decrease of freight-in charges, custom duties and packing materials and increased quantity sold of higher profit margin products during the three months ended March 31, 2020 as compared to the same period in 2019.

Operating Expenses

Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses.

Selling expenses

Selling expenses for three months ended March 31, 2020 amounted to $148,472 as compared to $400,971 for the three months ended March 31, 2019, a decrease of $252,499, or approximately 63.0%. The decrease was mainly due to the decrease of approximately $62,000 of salary and staff benefit expenses as we experienced some employee turnovers in our sales department during the three months ended March 31, 2020 and we have not replaced the positions yet. The decrease also due to approximately $0.2 million of promotion and event expenses as we held less marketing events and regular meetings for our sales distributors to promote our products to their sales network members.

Commission expenses

Commission expenses were $411,266 and $601,205 for the three months ended March 31, 2020 and 2019, respectively, a decrease of $189,939, or approximately 31.6%. The decrease in commission expenses was due to the commission earn-out qualifications being more spread out to different sales distributors.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2020 amounted to $325,029, as compared to $313,170 for the three months ended March 31, 2019, an increase of $11,859 or approximately 3.8%. The increase was mainly due to approximately $92,000 of professional fee incurred for our audit services as our financial statements are required to be audited and presented as an acquiree of a U.S. publicly traded company under U.S. Securities and Exchange Commission Item 9.01(a) of Form 8-K. The increase was offset by the decrease of salary and staff benefit expenses of approximately $27,000 as we experienced some employee turnovers in our administrative department during the three months ended March 31, 2020 and we have not replaced the positions yet, and the decrease of sponsorship of approximately $50,000 as we did not have such sponsorship during the three months ended March 31, 2020.

Other Income (Expenses)

For the three months ended March 31, 2020, we recorded an amount of $3,413 as other income, net as compared to $4,773 other expense, net for the three months ended March 31, 2019. The other income recognized was mainly attributable to the refund from a stadium vendor on an event that we held in 2019 during the three months ended March 31, 2020.

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Provision (Benefit) for Income taxes

The Company recorded provision for income taxes (benefit) of $50,833 and $(57,232) for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, we generated taxable income that are subject to a unified 24% income tax rate. On the other hand, during the three months ended March 31, 2019, we incurred taxable losses that can be carried forward for 7 years, which resulted in recognition of deferred tax assets on net operating loss and income tax benefits.

Net Income (Loss)

The Company sustained net income (loss) of $197,576 and $(252,125) for the three months ended March 31, 2020 and 2019, respectively. The changes of the two financial periods were predominantly due to reasons as discussed above.

For the years ended December 31, 2019 and 2018

Net Revenues

The Company generated revenue of $4,139,359 for the year ended December 31, 2019 as compared to $14,393,762 for the year ended December 31, 2018. The revenues were mainly derived from the sale of health and wellness products. The decrease in revenues mainly due to slower economic growth and lower demand from our sales distributors and sales network members during the year ended December 31, 2019 as compared to the same period in 2018.

Cost of Revenues

Cost of revenues for the year ended December 31, 2019 amounted to $857,250 as compared to $2,391,597 for year ended December 31, 2018. The costs were predominantly cost of manufactured goods, freight-in, packing materials and custom duties. The decrease in cost of revenue was in line with the decease of revenues for the year ended December 31, 2019 as compared to the same period in 2018.

Gross Profit

Gross profit for the year ended December 31, 2019 amounted to $3,282,109 as compared to $12,002,165 for the year ended December 31, 2018. Gross margin for the year ended December 31, 2019 was approximately 79.3% as compared to approximately 83.4% for the year ended December 31, 2018. The slight decrease in gross margin was mainly due to the increase of freight-in and packing materials cost during the year ended December 31, 2019 as compared to the same period in 2018.

Operating Expenses

Our operating expenses consist of selling expenses, commission expenses and general and administrative expenses.

Selling expenses

Selling expenses for year ended December 31, 2019 amounted to $1,759,136 as compared to $1,339,754 for the year ended December 31, 2018, an increase of $419,382 or 31.3%. The increase was mainly due to the increase of approximately $0.3 million of salary and staff benefit expenses as we hired more employees to promote our products. The increase also due to approximately $0.1 million of promotion and event expenses as we spent more resources on holding more marketing events and regular meetings for our sales distributors to promote our products to their sales network members.

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Commission expenses

Commission expenses were $1,611,172 and $7,045,419 for the years ended December 31, 2019 and 2018, respectively, a decrease of $5,434,247, or approximately 77.1%. The decrease in commission expenses was in line with the decrease of revenues as our commission expenses are mainly earned by our sales distributors based on purchases made by their sales network members.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2019 amounted to $1,307,715, as compared to $1,083,717 for the year ended December 31, 2018, an increase of $223,998 or 20.7%. The increase was mainly due to approximately $0.2 million of professional fee incurred for our audit services as our financial statements are required to be audited and presented as an acquiree of a U.S. publicly traded company under U.S. Securities and Exchange Commission Item 9.01(a) of Form 8-K.

Other Income

For the year ended December 31, 2019, we recorded an amount of $24,196 as other income, net as compared to $46,184 for the year ended December 31, 2018. The decrease in other income are mainly attributable to we earned more foreign currency translation gain and interest income during the year ended December 31, 2018 as compared to the same period in 2019.

Provision (Benefit) for Income taxes

The Company recorded provision for income taxes (benefit) of $(312,224) and $597,548 for the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, we incurred taxable losses that can be carried forward for 7 years, which resulted in recognition of deferred tax assets on net operating loss and income tax benefits. On the other hand, during the year ended December 31, 2018, we generated taxable income that are subject to a unified 24% income tax rate.

Net Income (Loss)

The Company sustained net (loss) income of $(1,059,494) and $1,981,911 for the years ended December 31, 2019 and 2018 respectively. The changes of the two fiscal years were predominantly due to reasons as discussed above.

Liquidity and Capital Resources

On March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic. In accordance with the recommendations of the WHO, Malaysia had imposed a nationwide lockdown via the government’s Movement Control Order (“MCO”) effective March 18, 2020. The MCO has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. On May 4, 2020, the MCO was lessen to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of our customers or suspension supplies may negatively affected, and could continue to negatively affect, the demand for our products;

● we may have to provide significant sales incentives to our customers during the outbreak, which may in turn materially adversely affect our financial condition and operating results; and

● any disruption of our supply chain, logistics providers or customers could adversely impact our business and results of operations, including causing us or our suppliers to cease manufacturing for a period of time or materially delay delivery to our customers, which may also lead to loss of our customers.

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Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that our total revenues will grow or remain at the similar level year over year in the last two quarters of 2020.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through equity financial from capital contributions from shareholders.

As of March 31, 2020, we had working capital of $1,299,462 consisting of cash of $1,206,493 as compared to working capital of $1,100,648 consisting of cash of $1,030,829 as of December 31, 2019. The revenues, generated from our current business operations will be sufficient to fund our operations. If we make strategic planning to further expand our business in the near future, we will likely require additional capital to further expand our business. The potential expansion may include spending on marketing expenses to expand our marketing channels or acquiring manufacturing companies to reduce our product cost. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our business development. We believe we have sufficient cash and cash equivalents to fund our operations 12 months from the report issuance date.

The following summarizes the key components of our cash flows for the three months ended March 31, 2020 and 2019:

	For the Three Months Ended March 31,
	2020			2019
Net cash provided by (used in) operating activities	$	238,369		$	(1,070,511	)
Net cash used in investing activities		-			(760	)
Net cash provided by financing activities		1,733			522,770
Effect of exchange rate on cash		(64,478	)		18,512
Net change in cash	$	175,664		$	(529,989	)

The following summarizes the key components of our cash flows for the years ended December 31, 2019 and 2018:

	For the Years Ended December 31,
	2019			2018
Net cash (used in) provided by operating activities	$	(2,357,544	)	$	1,648,932
Net cash used in investing activities		(9,084	)		(462,484	)
Net cash provided by (used in) financing activities		1,844,864			(2,638,740	)
Effect of exchange rate on cash		8,068			(13,003	)
Net decrease in cash	$	(513,696	)	$	(1,465,295	)

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Operating activities

Net cash provided by operating activities for the three months ended March 31, 2020 was $238,369 and mainly comprised of net income of $197,576, the non-cash depreciation expense of $19,820 and deferred taxes provision of $50,833, the decrease of prepayments and other assets of $143,509 and the increase of customer deposits of $60,990. The net cash provided by operating activities was offset by the increase in inventories of $97,687 and the increase of prepaid taxes of $93,672, the decrease of other payables and accrued liabilities of $30,505 and the decrease of other related party payable of $11,757.

Net cash used in operating activities for the three months ended March 31, 2019 was $1,070,511 and mainly comprised of net loss of $252,125, the non-cash deferred taxes benefit of $57,232, the increase of accounts receivable of $28,520, the increase in inventories of $243,106, the increase of prepaid taxes of $421,370, the decrease in customer deposits of $352,708 and the decrease in other payables and accrued liabilities of $93,034. The net cash used in operating activities was offset by the depreciation expense of $21,257, the decrease of related party prepayments of $217,163, and the increase in related party accounts payable of $187,418.

Net cash used in operating activities for the year ended December 31, 2019 was $2,357,544 and mainly comprised of net loss of $1,059,494, the increase of prepaid taxes of $980,082, the decrease of other payables and accrued liabilities of $715,974, the increase in inventories of $409,086, and the non-cash deferred taxes benefit of $250,822 offset by the decrease in related party prepayment of $214,100, the increase in related party accounts payable of $514,524, and the increase in customer deposits of $245,909.

Net cash provided by operating activities for the year ended December 31, 2018 was $1,648,932 and mainly comprised of net income of $1,981,911, the decrease in inventories of $988,613, the increase in customer deposits of $1,052,787 and the increase in other payables and accrued liabilities of $393,937 offset by the decrease in commission payables of $1,039,008, the increase in prepaid taxes of $652,413, the decrease in account payable to related party of $525,666 and the increase in prepayment and other assets of $552,765 (including related party).

Investing activities

We did not have any investing activities during the three months ended March 31, 2020.

Net cash used in investing activities for the three months ended March 31, 2019 was $760 which was due to the purchase of equipment.

Net cash used in investing activities for the year ended December 31, 2019 was $9,084 which were due to the purchase of equipment of $6,502 and intangible assets of $2,582.

Net cash used in investing activities for the year ended December 31, 2018 was $462,484 which were due to the purchase of equipment of $455,786 and intangible assets of $6,698.

Financing activities

Net cash provided by financing activities for the three months ended March 31, 2020 was $1,773 which was due to repayments from a related party.

Net cash provided by financing activities for the three months ended March 31, 2019 was $522,770 which were due to repayments from related parties of $37,244 and loans from related parties of $485,526.

Net cash provided by financing activities for the year ended December 31, 2019 was $1,844,864 which were due to the loans from related parties of $1,961,091 offset by the loans to related parties of $116,227.

Net cash used in financing activities for the year ended December 31, 2018 was $2,638,740 which were mainly due to the dividend distributions of $3,292,466 and repayments from related parties of $652,919.

Credit Facilities

We do not have any credit facilities or other access to bank credit.

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Off-Balance Sheet Arrangements

As of March 31, 2020, 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 polices

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets impairment of long-lived assets, and allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates.

Revenue recognition

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

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

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Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

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

The three levels are defined as follow:

● Level 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.

Recent accounting pronouncements

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

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

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

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

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

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

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BUSINESS

Overview

We are a provider of health and wellness products and advisory services in the Malaysian market. We pursue our mission of helping people to create health and wealth by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle. We believe the quality of our products coupled with the effectiveness of our distribution network have been the primary reasons for our success and will allow us to pursue future business expansion. In order to further our supply chain, on May 8, 2020, we acquired 99.99% of Agape Superior Living Sdn Bhd, with the goal of securing an established network marketing sales channel that has been in existence in Malaysia for the past 15 years. On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd., a wholly owned subsidiary in Malaysia, with the aim to pursue the business of promoting wellness and wellbeing lifestyle of the community through the provision of services including online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle.

On September 15, 2020, Wellness ATP International Holdings Sdn. Bhd. entered into a business collaboration agreement with ASL to carry out certain wellness programs.

We currently offer three series of products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE. Our ATP Zeta Health Program is a health program designed to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians. Our ÉNERGÉTIQUE series aims to provide a total dermal solution for healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid and Mousse Facial Cleanser. Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions to address genetic variations and deliver a personalized nutrigenomic solution for every individual.

Industry and Market Opportunities 

Increasing demand in Dietary Supplement products in The Association of Southeast Asian Nations (“ASEAN”) region.

ASEAN markets have continue to see increasing demand in dietary supplement products since 2016 and will continue to do for the foreseeable future. We believe that the ASEAN market for health supplements hold great potential for growth. According to a report published by Zion Market Research entitled “Dietary Supplements Market by Ingredients (Botanicals, Vitamins, Minerals, Amino Acids, Enzymes) for Additional Supplements, Medicinal Supplements, and Sports Nutrition Applications - Global Industry Perspective, Comprehensive Analysis and Forecast, 2016 – 2022” issued in January 2017, itis estimated that while the global dietary supplements market stood at US$132.8 billion in 2016, it is set to reach US$220.3 billion by 2022, the end of the forecast period.

Source: Zion Market Research

According to an article published Janio in December 2019, the nutritional and dietary supplements in the ASEAN region are being prioritized by individuals in order to maintain a balanced diet and lifestyle. Consumers believe that they can make up for certain vitamin deficiencies or dietary deficiencies by consuming nutritional and dietary supplements. Many consumers also use nutritional and dietary supplements for cosmetics purposes, namely, skincare, hair strengthening, and fat burning, particularly in countries such as Malaysia and Vietnam.

For example, in Indonesia, the nutritional and dietary supplements market has recorded strong growth due to changes in consumers’ lifestyle habits and increasing awareness of preventive health measures. This is prevalent among the middle-class that has grown from approximately 37.7% of the population in 2003 to approximately 50% the population in 2020. Similarly, prospects for the dietary supplements market in Thailand has been growing since 2015 and is predicted to grow at an average of approximately 7% per year until 2030. In the Philippines, its stable economy has also been contributing to increased financial capability and desire of Filipino consumers to improve both their mental and physical health through supplements. Conversely, Malaysia is ranked as the top country within ASEAN for both obesity and diabetes. Obesity and diabetes have been connected to heart disease and hypertension. As a result, consumers in Malaysia are increasingly aware of such potential health issues associated with eating habits and have become more proactive in searching for consumer health products to prevent such chronic diseases like diabetes and hypertension.

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Continued Growth in the Skincare products in regions such as Asia-Pacific.

We believe that skincare products will remain highly lucrative with further potential for growth. According to Euromonitor, Asia generates approximately 51% of the world’s skin care sales, surpassing Western Europe and North America. Fortune Business Insights puts the Asia-Pacific skincare sector as the largest market in the world, valued at approximately $71.5 billion in 2019 and is expected to reach approximately $95.7 billion by 2024, representing a compound annual growth rate (“CAGR”) of approximately 6%. In terms of volume, the Asia-Pacific region is expected to grow from approximately 8.4 billion units in 2019 to approximately 9.5 billion units in 2024, representing a CAGR of approximately 2.5%.

Growth Drivers in the ASEAN Region

We believe that the market for the health and wellness industry will continue to see rapid growth, in part due to the rising wealth in the ASEAN region resulting in increased purchase power. According to a publication by the Association of Southeast Asian Nations published in October 2019, it was noted that the ASEAN region ranked as the fourth largest exporting region in the world, with its economic growth continuing to average a rate of 5.4% in the near future. ASEAN countries have established six Free Trade Agreements with seven of the region’s main trading partners – Australia and New Zealand, China, India, South Korea, Japan and Hong Kong. The Comprehensive and Progressive Agreement for Trans-Pacific Partnership is one of the largest Free Trade Agreements in the world and accounts for almost 13.5% of global GDP. The agreement brings together Australia, Brunei Darussalam, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore and Vietnam, offering these countries investment access and free trade. It has been estimated, for example, that Vietnam’s GDP could increase by 2% over a decade as a result of new trading opportunities created by the Agreement. Economic wealth has allowed for social development with more than 100 million people estimated to have joined ASEAN’s workforce over the past 20 years and another 59 million people are projected to be added by 2030. We believe a direct advantage of such economic growth is a fast emerging middle class that will be attracted to our company and its products.

We believe that generally unhealthy lifestyle in the ASEAN population continues to form a basis for the growth in the health and wellness industry in the region. According to an article published by Market Watch issued in April 2020, it was noted that the ASEAN Dietary Supplement market size is set to reach USD 10.60 billion by 2026, representing a CAGR of 5.60% during the forecast period. Increasing prevalence of lifestyle-induced disorders, or Non-Communicable Diseases (NCDs), such as diabetes and cancer, will be a key factor driving food supplements market growth. Estimates computed by the World Health Organization (WHO) state that close to 8 million people die every year in Southeast Asia due to NCDs, amounting to 55% of the total deaths in the region in a given year. According to the WHO, four risk factors tobacco, alcohol, lack of exercise, and poor diets are primarily responsible for the spread of NCDs in the region. For instance, the WHO found that at least 25% of boys in Malaysia and Thailand are obese and a large number of school children across Southeast Asia are largely physically inactive. Such conditions will contribute to a growth in demand for dietary supplement products, in order to promote a healthier lifestyle.

A rapidly aging population in the ASEAN region also promotes the need for preventive measures to mitigate against rising healthcare costs. An International Monetary Fund publication in April 2017found that in East Asia, the population is projected to be the world’s fastest-aging region with its old-age dependency ratio roughly tripling by current rends by 2050. According to an article by Fortune Business Insights published in April 2020, the aging population in Southeast Asia has led to a significant rise in incidences of lifestyle-related diseases. As a result, healthcare costs will inevitably rise, leading to increased demand in the use of supplements in preventing deteriorative health conditions.

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Industry Challenges

In spite of its high growth, the health and wellness industry also faces certain challenges. We believe the following are some key challenges to the industry:

● Price sensitivity - health and wellness products such as dietary supplements and skincare products typically have premium prices which may only be affordable to certain segments of the population. Price conscious consumers with low purchasing power may not be able to purchase such products.

● Consumer awareness – consumer awareness may be low on the benefits of dietary supplements, leading to slower update of products. According to an article published by NuFFood Spectrum Asia in June 2017, it was noted that consumer awareness in the Asia Pacific region is low regarding the benefits of consumption of nutraceutical products.

Competitive Landscape

The health and wellness industry in ASEAN remains highly competitive and fragmented. Key entry barriers of the industry include the following:

● Capital requirements – Market participants are required to possess sufficient amount of capital and human resources to sustain their businesses, particularly the product research and development (R&D) process, daily operation costs and maintaining personnel knowledgeable in the products such as dietary consultants.

● Reputation and relationship with suppliers and customers – In general, current market participants have already established an extensive business network with their upstream product suppliers, as well as established reputable products that attract customers. New market entrants without a prior supply chain and reputable products may find it difficult to build credible relationships with other suppliers or gain the trust of customers.

Our Strategies

We intend to pursue the following strategies to further develop and expand our business:

Expand the product range in each of our ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE series

We intend to continue to expand the product range in each of our product lines, namely, ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE series.

Further Penetrate Existing Markets.

We believe that there are several opportunities to further penetrate our existing markets. For example, besides offering dietary products and services through our ATP Zeta Health Program, we have also expanded our products and services to include beauty and wellness products via the introduction of ÉNERGÉTIQUE and BEAUNIQUE series in July 2018 and March 2019, respectively, with the goal of diversifying our product offerings and catering to broader market demands. Currently we maintain three sales branches in different locations in Malaysia, namely, Kuala Lumpur, Johor Bahru and Ipoh, and appointed three stockists, to whom the Company can assign its products, at two other locations in Malaysia to further cater to our distributors, members and customers.

Currently, the Company’s distributors and members mainly consists of the Malaysian Chinese community. Due to the fact that Bumiputra, consisting of Malays and other indigenious peoples, comprises 62% of the Malaysian population estimated at approximately 32.6 million (as compared to the Chinese community which comprises less than 21%), we believe there is opportunity for further penetration of our products into the existing Malaysian market.  

As we further grow our business we may further expand our local sales centers to additional locations with the aim to further distribute our products and appeal to local demands.

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Deepening our Relationships with Existing Members.

We offer membership and distributor discounts on all our product offerings. Customers are able to become lifetime members by paying a one-time membership fee with the purchase of specific products. Members who reach a predetermined amount of purchases per year are automatically promoted to become a distributor who also enjoys bonuses for products that they sell to other customers, as well as bonuses from the collective performance of their network group. As our members and distributors recognize the value of our platform and the quality of our products, they typically purchase additional products utilizing their membership and discount entitlements. Our sales strategy is focused on expanding our revenue per member. We believe there is significant opportunity for existing members to become distributers, as well as for distributors to further recruit new distributors under their network.

Further Investment into Information Technology such the Establishment of an E-Commerce platform.

In 2019, we embarked upon a strategic initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-trading platform to increase the efficiency of our supply chain, to better support and service our distributors and members, and to establish a global reach. Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors, as well as to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to expand the platform to other geographic markets in order to duplicate its success.

In line with the current popularity of using social influencers to boost product demand, the Company is also exploring the appointment of key social influencers with significant number of followers as ambassadors for the Company’s products.

Geographic expansion.

A key component of our strategy is to enter into and expand into new markets with similar cultures and a high demand for health and nutrition products. For example, the majority of our product information sessions and training seminars for distributors are currently conducted in Mandarin, which is the common language spoken amongst the majority of our distributors. We intend to invest into other Asian markets such as Taiwan, where Mandarin is also widely used and understood, allowing for the seamless transition in distributor training and membership recruitment.

With a view to facilitate geographical expansion, our future e-trading platform will also increases efficiency of our supply chain to better support and service our distributors and members as well as to provide online recruitment of new members by existing distributors and to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to expand the platform to other geographic markets in order to duplicate its success.

Our Competitive Strengths

We believe the following competitive strengths contribute to our success and differentiate us from our competitors:

Well Established Reputation.

We have a well established reputation in the Malaysia market, where our newly acquired subsidiary, Agape Superior Living Sdn Bhd has been operating as a reputable provider of our ATP Zeta Health Program for over 15 years.

Well-Established Product Portfolio.

We are committed to building our brand, and distributor and customer loyalty by providing quality health-oriented and wellness products. We have no expenditures or expenses relating to research and development of our products. We leverage our team of in-house nutritional consultants with rich experience gained in the area of nutritionist work, in collaborating with our customers and clients to understand the health and wellness market via a process of consultative review. We then communicate our findings and proposals to third-party suppliers to improve formulations, and to bring about new products for distributors and members who are ready to market to end-users.

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Large, Highly-Motivated Distributor Base, Supported By Successful Training Methodology.

We had over 101,945 members, including 56,097 distributors, as of June 30, 2021. Because we believe the direct sales model is the most effective way to sell our products, we devote significant resources and management attention to assist our distributers in recruiting and retaining our members. We provide our distributors with successful training methodology, which includes meetings, workshops and activities to create social connections among distributors to develop proficiency of knowledge, confidence and skills to build recruitment strength. We structured our compensation system to encourage distributors to remain active in the business and to build a distributor network of their own, which can serve to increase their income and to increase our product sales. In order to encourage entrepreneurship within our distributors, we also maintain  six service centers, including three operated by our stockists, to better service our distributors and members.

Scalable Business Model.

Our business model enables us to grow our business with minimal investment in our infrastructure and other fixed costs. We do not require a company-employed sales force to market and sell our products. As a result, we do not incur direct incremental cost to add a new distributor. Our distributor compensation varies directly with sales. In addition, our distributors bear the majority of our consumer marketing expenses. Furthermore, we can readily increase inventory and distribution of our products as a result of our partnerships with our third party suppliers.

Deeply Experienced Founder-led Management Team.

Our founder, Mr. How Kok Choong, has led our company through its steady growth for over 15 years. In Malaysia, Mr. How Kok Choong was recognized by the Junior Chamber Malaysia (JCM) as an Outstanding Young Malaysian 2003, and was awarded the title of Justice of Peace of Malaysia since 2005. Mr. How received the Outstanding Asian Community Contribution Award in 2011, Malaysia Top Team 50 Enterprise Award in 2011 and 2016, The Contributor Award (Medical and Health Research) in 2012, “Man of The Year” in Worldwide Excellence Award in 2015, “Man of The Year” in McMillan Global Award in 2016, The Distinguished Asia Pacific Outstanding Entrepreneur Lifetime Achievement Award in 2019, World Outstanding Chinese Entrepreneur Lifetime Award in 2019 and Certified Professional Trainer of The International Professional Managers Association in 2019. Our senior leadership team also has extensive [*] knowledge and expertise, and an average [*] years of tenure with the Company.

Product Overview

We offer three series of products: (i) ATP Zeta Health Program, (ii) ÉNERGÉTIQUE and (iii) BEAUNIQUE.

Our ATP Zeta Health Program is a health program designed to promote health and general wellbeing, as well as to prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. At its core, the ATP Zeta Super Health Program is focused upon biological energy, Adenosine Triphosphate (ATP), at the cellular level. The stimulation of ATP production at the cellular level can increase an individual’s metabolic rate in order to promote and maintain normal and healthy functioning of the body’s systems. Our program emphasizes nutrient absorption through the membrane ion channel in order to provide complete and balanced nutrients to improve cellular health. Thus, ATP Zeta Super Health Program provides ionized and high zeta potential (high bioavailability) nutrients to enhance the absorption at the cellular level.

Our ÉNERGÉTIQUE product series is comprised of: ÉNERGÉTIQUE Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The ÉNERGÉTIQUE Mask series is formulated with triple action natural ingredients and advanced technology. The innovative combination of award-winning patented liposome encapsulating the customized fast acting patented essence, produces micro-particle liposome which, when combined with collagen peptide Tencel film, creates an effective formulation that benefits the skin at the cellular level. The ÉNERGÉTIQUE series aims to provide a total dermal solution for healthy skin beginning at the cellular level. There are three types of face masks in the ÉNERGÉTIQUE Mask Series, each suited a different skin requirement. They are: N°1 Med-Hydration, N°2 Med-Whitening and N°3 Med-Firming. Advanced genetic analysis and clinical trials conducted revealed the benefits and efficacy of the patented functional essence. The ÉNERGÉTIQUE Mask Series has clinically shown deep penetration of liposomal essence into deep skin layers within 5 minutes application, in order to deliver immediate, deep-reaching and long-lasting benefits of skin hydration, whitening, and firming.

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The ÉNERGÉTIQUE Hyaluronic Acid Serum is formulated with four functional hyaluronic acid and a unique peptide. It is a scientifically advanced and intensive quintuple action serum designed to promote skin hydration, reparation and regeneration to enhance skin viscoelasticity for improved skin firmness.

The ÉNERGÉTIQUE Mousse Facial Cleanser is formulated with the mildest surface-active agents available on the market. It takes the form of a unique mousse like-foam that delivers a comfortable and soft feeling to the skin during and after use without compromising the moisturizing level and viscoelastic properties of the skin. Its PH-balanced formula is suitable for all skin types for an effortless cleansing routine.

Our BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a personalized nutrigenomic solution for every individual.

ATP Zeta Health Program

The following is a list of our ATP Zeta Health Program products:

ATP1s Survivor Select

ATP1s Survivor Select contains various essential nutrients required by the human body to maintain normal metabolism, which includes productions of biological energy (ATP). Effective production of ATP enhances both physical, as well as mental health, and helps the body build resistance to diseases.

Benefits:

● Stimulates instant bio-energy production at the cellular level to ensure sufficient supply of bio energy for body cells.

● Promotes better metabolism at the cellular level.

● Promotes healthy and optimal growth of bones, teeth and muscle tissue of children.

● Improves the digestion and nutrient absorption powers of our bodies cells.

● Promotes cell detoxification and repair capabilities in order to enhance cell self-healing ability.

ATP2 Energized Mineral Concentrate

ATP2 is a nutritional supplement made from the finest plant substances and also is a proprietary formulation of a super-energized colloidal concentrate developed from a dibase solution. Its formula supports and enhances nutritional biochemical activities.

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Benefits:

● Supports and enhances nutritional biochemical activities (nutrient absorption and waste metabolism).

● Breaks down or oxidises toxins and waste material to promote cellular detoxification and improve blood circulation.

● Increases cellular respiration and energy production to reduce fatigue and maintain energy levels.

● Increases oxygen levels in body cells to create a higher oxygen environment in the body, which helps to prevent the growth of harmful pathogens that contribute to diseases.

● Provides sufficient antioxidants that act as a superior scavenger of free radicals, in order to strengthen the body cells resistance against oxidative damages.

ATP3 Ionized Cal-Mag 

ATP3 Ionized Cal-Mag is a specialized calcium and magnesium minerals supplement that is designed to transform into an ionic form completely before entering the body. This is compatible to the cellular ion channel theory, that all cellular metabolisms are dependent on ionic transmission, in order to achieve the highest absorption rate. This product was tested for its nanoparticle by the National Measurement Institute of Australian Government, with proven content of nanosized calcium and magnesium that has better absorption and bio-availability.

Benefits:

● Strengthens our bone systems and promotes better bone development.

● Strengthens the teeth structure and prevents teeth damages.

● Provides abundant ionic calcium and magnesium, in order to prevent chronic diseases through better blood circulation and acid-base regulation.

● Promotes better relaxation of the nervous system and regulations of neurotransmitters, which helps to enhance sleep quality.

● Promotes better relaxation of muscles to prevent muscle soreness and cramps.

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ATP4 Omega Blend

ATP4 Omega Blend is a proprietary oil blend that is rich in undamaged polyunsaturated essential fatty acid, which is fully extracted from plant-based ingredients. It provides a bio-effective balance of both essential fatty acids, Omega 3 and Omega 6 which are the important structural components of cell membranes that cannot be synthesized by humans.

Benefits:

● Regulates cholesterol and triglycerides in order levels to promote better blood circulation.

● Regulates inflammation, the unifying component of many diseases, and enhances cell repairing activities.

● Regulates hormones production and functions in the body through the supply of the balanced ratio of Omega 3 and Omega 6.

● Promotes healthy functioning of the brain through the maintenance of healthy impulse transmission in brain cells that is crucial for memory and learning ability.

ATP5 BetaMaxx

ATP5 BetaMaxx is derived from the cell wall of premium food-grade baker’s yeast and is a medical breakthrough result of more than 50 years of intensive research and studies by scientists and physicians. This product combines the immunostimulatory properties of molecularly structured beta 1-3, 1-6-D-glucan with other immunomodulating compounds that work to make ATP5 a unique and effective natural product.

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Benefits:

● Strengthens the function of immune cells in order to build up a better immune response of body for external and internal protection.

● Promotes better cell repairing and regulates inflammatory responses in wound healing.

● Enhances the function of immune cells against damages caused by radiation.

● Helps to normalize blood sugar levels.

AGN-Vege Fruit Fiber

AGN-Vege Fruit Fiber is a special nutrition-based formula for intestines and the stomach. It consists of four essential components for gastrointestinal health effects - fiber, probiotic the “friendly bacteria,”, prebiotic fructooligosaccharides (FOS) and digestive enzymes.

Benefits:

● Promotes better bowel movement and prevents low-fiber diet-induced constipation.

● Maintains bowel health. FOS helps increase intestinal bifidobacteria and helps maintain a good intestinal environment.

● Slows the absorption of sugar and lipid into the bloodstream which helps improve blood sugar and cholesterol levels.

● Induces better satiety, which results in reduced total food intake and helps in achieving an ideal weight management.

AGP1-Iron

AGP1-Iron is the purest and most advanced Colloidal Iron that is sourced from the remains of an ancient rainforest which contains the most active plant-based element from nature. The colloidal nanosized iron provides high zeta potential that promotes better absorption and cellular iron uptake through the ion channel.

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Benefits:

● Promotes better hemoglobin production to improve iron deficiency anemia.

● Iron is a component of hemoglobin in red blood cell which carries oxygen to all part of the body. As a result, it helps to improve blood circulation and prevent some oxygen deficiency symptoms through enhancement of oxygen delivery and nutrient circulation as well as toxins excretion.

● Iron is a factor in red blood cell formation. It promotes hemoglobin production hence is suitable especially for women and individual who suffered accidental bleedings.

YFA-Young Formula

YFA-Young Formula is a 100% natural unique formula, a combination of amino acid, vitamins, and minerals. It is an anti-aging and youthful maintenance supplement. It stimulates the pituitary gland to release endocrine hormones such as human growth hormone (HGH) to stimulate synergies, thus achieving the efficacy of anti-ageing through the promotion of cells vitality and strengthening of organ functionality.

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Benefits:

● Enhances the production of bio-energy ATP and metabolism, which aids in reducing body fat accumulation and promote strong muscle building.

● Stimulates the production of collagen to restore skin elasticity and reduce wrinkles.

● Reduces pigmentation and dark spots on the face caused by hormonal imbalances.

● HGH builds and repairs tissues, and thus, has an effect on hair cells at the hair root to promote healthy hair growth.

● Enhances memory and cardiovascular function and prevents various chronic diseases due to HGH deficiency.

BEAUNIQUE Mito+ and Mitogize

We discontinued ATP Regal Mitogize on October 1, 2019. In its stead, an enhanced formula, the BEAUNIQUE Mito+ was introduced in November 2019. As a strong antioxidant drink with great flavor and taste, the preeminence of BEAUNIQUE Mito+ is its ability to further protect and stimulate mitochondria (the membrane-bound organelles which produces energy for cells) in cellular energy (ATP) production with the added advantage of fewer total sugars and calories. The new formula is comprised of 11 food groups, including potent mangosteen skin extract. Backed by advanced scientific research and tested on 88 nutrigenomic profiles, the new formulation revealed enhanced antioxidant properties. 96.34% DPPH Radical Scavenging activity, an approximate 22% increase compared to Mitogize.

Benefits:

Cellular health
●	Effective antioxidants to protect against cellular oxidative damages.
Immune health
●	Enhanced adaptive immune response.
●	Provides anti-inflammatory functionality.
●	Strengthens immunity against bacteria and viruses.
Metabolic health
●	Reduces the risk of obesity.
●	Reduces the risk of vascular diseases.
●	Reduces the risk of a Type II Diabetic.
Brain health
●	Reduces the risk of neurodegenerative diseases.
Skin health
●	Systemic photoprotection.
●	Reduces dark spot formation.
●	Alleviates skin wrinkles and inflammation induced by UV-B irradiation.

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ORYC-Organic Youth Care Cleansing Bar

ORYC-Organic Youth Care Cleansing Bar is a natural, organic cleansing soap for skin. It contains pure Australian-accredited natural and organic plant oils acting as a high quality and natural skin lubricant. It maintains the softness of the skin while promoting skin beauty and radiance.

Benefits:

● With its biodynamic avocado oil and vanilla extract, it removes impurities, leaving skin clear, fresh and clean.

● With its biodynamic, coconut, almond and olive oil, it moisturizes and texturizes the skin in order to prevent skin drying.

● In acting as natural anti-bacterial and anti-inflammatory agents, it reduces the risks of skin infections and allergies.

*References alluding to the efficacy and effects of our products are based on client testimonials.

ÉNERGÉTIQUE

The following is a list of our ÉNERGÉTIQUE products:

N°1 Med-Hydration

Formulated with a patented Sea Grape (Caulerpa lentillifera) extract, the N°1 Med-Hydration enhances skin moisture and luminosity. This treatment effectively improves the moisture content of the inner skin layer and rejuvenate the skin barrier function in order to to avoid moisture loss.

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Benefits:

● Locking the skin moisture and nutrients, strengthening the skin barrier function and boosting the skin’s moisture level.

● Increases the skin’s natural moisturizing factor (PCA) and skin layer glycoprotein connectivity to maintain the skin’s moisture.

● Effectively retains water, provides moisturization, restores skin elasticity, and promotes the growth of fibroblasts for moisturization, removes dryness, regains skin’s elasticity and smoothness.

● Delivers an instant boost of skin moisture content up to 45.7% in just 5 minutes of application and synergistically ensuring a profound and long-lasting skin moisturization and hydration.

N°2 Med-Whitening

Formulated with patented Peach Blossom Stem Cell Extract, N°2 Med-Whitening has clinically shown its efficacy in inhibiting the melanin synthesis, down-regulating the melanin synthesis gene, boosting skin moisture level and protecting skin against UV radiation.

Benefits:

● Suppresses melanin production and fights against UV radiation in order to protect skin cells and result in whitening effect.

● Stimulates interstitial hyperplasia cell and helps in increasing the moisturizing ceramide by 7.4 times in order to remove skin roughness and smoothing skin.

● Enhances the skin brightness up to 6.3% in just 5 minutes of application and synergistically rejuvenate a profound and long-lasting skin.

N°3 Med-Firming

Formulated with the patented Djulis (Chenopodium formosanum Koidz) Seed Extract, the native cereal plant in Taiwan is traditionally called “ruby of cereals.” The formulation is clinically proven to be effective in stimulation of collagen secretion and anti-advances glycation end-products (AGEs) reducing the glycation of skin collagen, providing protection and maintenance of the basal skin collagen production.

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Benefits:

● Suppresses the skin collagen glycation process, reduces collagen loss, and enhances collagen secretion.

● Repairs dead skin tissue, smooths wrinkles to restore the smoothness and health of the skin.

● Prevents wrinkles formation and provides the essential skin moisture content.

● Boosts skin elasticity by up to 14.4%. and improves sagging skin by 135 in just 5 minutes of application.

BEAUNIQUE

The Company’s BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver personalized nutrigenomic solutions for every individual.

Trim+

Trim+ is the first product launched under this series, which utilizes advanced technology to extract patented active ingredients in foods. Trim+ has been scientifically proven to be effective in inhibiting the activities of carbohydrates digestive enzymes, which results in a reduction of the breakdown and absorption of sugars.

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Benefits:

● Reduces total carbohydrates calories intake with scientifically proven effect on weight management.

● Regulates blood sugar levels with scientifically proven efficacy.

● Improves cellular uptake of sugars for bioenergy ATP production.

● Maintains insulin hormone balance and helps prevent diabetes.

● Improves blood lipids compositions and helps prevent cardiovascular disease.

New Products Launches

On November 3, 2019, the Company expanded its beauty products under the ÉNERGÉTIQUE series, to include beauty essentials of the skincare routine, i.e. the ÉNERGÉTIQUE Hyaluronic Acid Serum and ÉNERGÉTIQUE Mousse Facial Cleanser. These new products have extended the ÉNERGÉTIQUE brand vision in offering a total dermal solutions for a healthy skin beginning from the cellular level.

ÉNERGÉTIQUE Hyaluronic Acid (HA) Serum

Formulated with four functional hyaluronic acids and a unique peptide, this scientifically advanced and intensive quintuple action serum has been proven to deliver 5Rs dermal benefits. Filled in an innovative yet convenient and hygienics syringe packaging, this HA serum also ensures consumer benefits for every skin type.

Benefits:

● REBALANCE - Hydrates the skin surface by forming a protection layer and keeps the skin moisturized even after cleansing.

● RECOVER – Repairs the out-balanced lamellar layer to act as a barrier to prevent skin moisture from evaporation.

● REGENERATE - Promotes the production of Type I pro-collagen and boost the skin’s own production of Hyaluronic Acid up to 3 times.

● REHYDRATE - Nano-sized particles with high capacity of water-holding allows deep penetration and bestows moisture from inside the skin. Long-lasting moisture retention up to 72 hours.

● REMODELLING - Proven to increase skin firmness +200% (cheek, under-eye and neck). Enhance skin viscoelasticity to improves skin roughness.

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ÉNERGÉTIQUE Mousse Facial Cleanser

Formulated with mild surface-active agents available on the market, this facial cleanser is designed to deliver a distinct cleansing benefits to consumers. The unique mousse like-foam delivers a comfortable and soft feeling of the skin during and after use without compromising the moisturizing level and viscoelastic properties of the skin.

Benefits:

1. ALL SKIN TYPE

● Hypoallergenic

● Non-comedogenic

2. BALANCE

● pH-balanced formula with buffer capacity at pH 5.5 of the skin.

3. COMFORTABLE

● Mild to the skin and the eyes without irritating or drying your skin.

● Comfortable and soft feeling – prolonged comfortability to your skin before and after use.

4. DENSE

● Mousse-like foam very fine porous foam and smooth skin-feel during use.

5. EFFORTLESSLY

● Easily remove light makeup, dirt and impurities.

● Easy to rinse with no residual.

Our Business Model

We believe that the direct-selling channel is ideally suited to marketing our products, because sales of health solution and personal care products are strengthened by ongoing personal contact between retail consumers and distributors. This personal contact may enhance consumers’ nutritional and health education and motivate consumers to begin and maintain wellness and weight management programs. In addition, by using our products themselves, distributors can provide first-hand testimonials of product effectiveness, which can serve as a powerful sales tool.

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We are focused on building and maintaining our distributor network by offering financially rewarding and flexible career opportunities through the sale of quality, innovative products to health conscious consumers. We believe the income opportunity provided by our bonus program appeals to a broad cross-section of our members, particularly those seeking to supplement family income, start a home business or pursue entrepreneurial, full and part-time, employment opportunities. Our distributors, who are all independent third parties, profit from selling our products and also earning bonuses through performance of their network group, the establishment of their own network group and the performance of distributors recruited under their own network group. 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 in their store premises, with the requirement that all product sales are monitored through our centralized stock tracking system and accounted back to us. The stockists have the option of returning or exchanging any unsold inventory consigned to them.

We enable distributors to maximize their potential by providing a broad array of motivational, educational and support services. We motivate our distributors through our performance-based compensation plan, product-training seminars, workshops and participation in routine promotional activities.

We are committed to providing professionally designed educational training materials that our distributors can use to enhance recruitment and to maximize their sales. We conduct several training sessions per year to motivate our distributors. These training events teach our distributors not only how to develop invaluable business-building and leadership skills, but also how to differentiate our products with their consumers, including information sessions presented by in-house nutritional consultants.

Our corporate-sponsored training events provide a forum for distributors, who otherwise operate independently, to share ideas with us and each other. In addition we are also developing an e-marketing and e-trading platform allowing for marketing and trading of products to members, as well as online recruitment of new members and to provide direct sales to customers.

We are committed to providing our distributors with quality products to help them increase sales and recruit additional distributors. We leverage our team of in-house nutritional consultants with rich experience gained in the area of nutrition, in collaborating with our customers and clients to understand the health and wellness market via a process of consultative review. This review team is headed by the Head of Product Development. We then communicate our findings and proposals to third-party suppliers to improve formulations, to bring about new products for distributors and members who are ready to market to end-users.

We place a strong emphasis on the science of nutrition. We have obtained the appropriate authorizations from the Food Safety and Quality Division, and the National Pharmaceutical Regulatory Agency of the Ministry of Health, Malaysia for all our products. Whenever products are purchased for inventory replenishment, samples are randomly selected from every batch for testing at laboratories registered with the Ministry of Health Malaysia.

Our Customers

General

We provide health and wellness products and advisory services to health conscious customers in the Malaysian market. Such customers are able to enjoy membership discounts across all our products by becoming a member.

Our distributors enjoy further discounts on all of our products. Besides our three sales branches located in Kuala Lumpur, Johor Bahru and Ipoh, our products are all distributed to customers and members by our distributors networks, which are comprised of three stockists who are also independent distributors, whose store premises are located in two other locations in Malaysia.

We believe that our products are particularly well-suited for direct distribution because the sale of health and nutrition products are strengthened by ongoing personal contact between retail customers and distributors. We believe our continued commitment to source quality science-based products will enhance our ability to attract new customer, as well as increase the productivity and retention of our distributors.

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Structure of the membership program

Our customers are able to become lifetime members by paying a one-time membership fee with the purchase of specific products. Doing so allows the customer to enjoy membership discounts on all our products.

Members who accumulate a predetermined amount of purchases are automatically promoted to become a distributor of the Company. Other than helping distributors achieve physical health and wellness through the use of our products, we offer our distributors, who are independent third parties, bonuses based on various performance factors. Distributors are required to maintain a predetermined amount of purchases per year in order to maintain their distributor status.

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 in 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 stockists shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold.

The following table sets forth the number of members and distributors at the dates indicated:

	Number of Distributors		Number of Members		Total Number of Distributors and Members
As at June 30, 2021		56,097		45,848		101,945

Distributors’ and members’ earnings

Distributors and members earn profits from the sales of our products to customers. Distributors enjoy additional discounts compared to members, allowing them to earn higher direct profits through the differences in pricing when selling products they bought at distributors’ prices which are more favorable than member’s prices to customers.

Members are encouraged to build their respective network group. Members are promoted to distributors if they manage to recruit the requisite number of members; and the network group is able to achieve set sales targets. Other than preferential distributor pricing for the purchase of the Company’s products, distributors enjoy bonuses from the collective performance of their network group. There are several levels of distributors depending on the size and the collective sales performance of their respective network group. Each level affords bonus benefits in a different form in ascending order. A higher level distributor will be compensated with higher returns in the form of bonus entitlements.

Distributors and members motivation and training

We believe that motivation, inspiration and training are key elements in the success of sales via network group marketing. Together with our distributors and members, we have established a consistent schedule of gatherings to support those needs. We conduct several training sessions per year to educate and motivate our distributors and members. The training sessions are typically presented by in-house staff with suitable background in nutrition, in order to provide key nutrition information about our products, as well as providing workshops to promote presentation skills to attending participants.

Our Suppliers

Currently, all of our products are acquired from unrelated third parties located in Australia, the United States, Germany and Malaysia, and rebranded by us. Due to the high costs associated with research and development of nutrition and health products, we do not maintain any facilities to produce our products. We have no expenditures or expenses relating to research and development of our product. We leverage our team of in-house nutritional consultants with rich experience gained in the area of nutritionist work, in collaborating with our customers and clients to understand the health and wellness market via a process of consultative review. We then communicate our findings and proposals to third-party suppliers to improve formulations and to bring about new products for distributors and members who are ready to market to end-users.

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The SEA Supply Agreement

Agape S.E.A Sdn Bhd is a dietary supplement company founded in Malaysia. We originally entered into the SEA Supply Agreement with Agape S.E.A. Sdn Bhd, our largest supplier, in May 2018. Under the SEA Supply Agreement we purchased dietary supplement products and skincare products from Agape S.E.A.

The following summarizes the major terms of the SEA Supply Agreement:

Sales of Goods:	The agreement stipulates the type of goods sold, transported and delivered, with a minimum quantity per order between 5,000 to 10,000 units per order.
Purchase price:	The agreement stipulates that the Company shall place order for goods using a purchase order. The purchase prices under the SEA Supply Agreement are based on and in accordance with each purchase order. Agape S.E.A shall be responsible for all taxes in connection with the purchase of goods under the SEA Supply Agreement.
Payment:	Payment for goods is due within seven days of the date of the Agape S.E.A’s invoice, which date will not be before the date of delivery of goods.
Delivery:	The delivery date and delivery destination of each purchase shall be determined by both parties in a purchase order. Agape S.E.A. shall deliver the goods in accordance with the terms and conditions specified separately in each purchase order, including without limitation the quantity and delivery date. The Company is responsible for freight insurance arising from shipment to a single delivery destination. For destinations outside of Malaysia, the Company is also responsible for freight, freight insurance, tariffs and custom clearance fees.
Risk of Loss:	Title to and risk of loss of the goods shall pass to the Company upon shipment of the goods.
Right of Inspection	The Company shall be allowed to examine the goods once received and shall do so within fourteen days after the receipt of the goods. In the event the Company discovers any damages, shortages or other nonconformance of the goods, the Company shall notify Agape S.E.A within fourteen days specifying the basis of the claim. In the event of nonconformance, the Company has the following options:
	-retuning the goods for a replacement at Agape S.E.A’s expense;-returning the goods at Agape S.E.A’s expense for a credit of the full purchase price on future transactions; or-returning the goods at Agape S.E.A’s expense for a full refund of the purchase price.
Warranties:	The buyer acknowledges that it has not relied on, and that Agape S.E.A has not made any representations or warranties with respect to the quality or condition of the goods, and is purchasing the goods on an “as is” basis.
Security Interest:	The Company grants Agape S.E.A a security interest in the goods, until the Company has paid the seller in full for the goods.

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Seller Representations and Warranties:	Agape S.E.A warrants that the goods are free, and at the time of delivery will be free, from any security interest or other liens or encumbrances, and there are no outstanding titles or claims of title hostile to the rights of Agape S.E.A in the goods.
Limitation of Liability:	Agape S.E.A will not be liable for any indirect, special, consequential or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions contemplated by it contemplates.
Assignment:	Neither party may not assign any of its rights or delegate any performance under the agreement, except with prior consent from the other party
Governing Law:	The terms of the agreement shall be governed by and construed in accordance with the laws of the State of England.
Breach/ Termination:	Each party has an obligation to notify the other party of any breach, and where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify.

Quality Control

At present, our products are predominately sold in Malaysia. As the contents and combination of the main ingredients in our ATP Zeta Health Program and BEAUNIQUE series are categorized as health food rather than medicines or drugs, all of our products require authorization from the Food Safety and Quality Division of the Ministry of Health, Malaysia according to the Food Act 1983 (ACT 281) & Regulations in order to be sold in the country. Accordingly, we have obtained the appropriate authorizations from the Food Safety and Quality Division of the Ministry of Health, Malaysia for all products in our ATP Zeta Health Program and BEAUNIQUE series.

Our ÉNERGÉTIQUE series is regulated under the Control of Drugs and Cosmetics Regulations 1984, the Ministry of Health, Malaysia. We have also obtained the appropriate authorizations for distribution and sale of the products.

Inventory

The Company operates a central warehouse at its head office in Kuala Lumpur, Malaysia, which typically maintains an inventory reserve of up to 6 months per product. Inventory is transferred to the Company’s sales branches via ordering through the Company’s centralized stock tracking system. Stockists of the Company are required to have physical stores, and enjoys the benefit of being able to store certain amount of inventory in their stores for convenience. The stockists shall account to the Company for all products sales from their store premises as monitored through the Company’s centralized stock tracking system. The stockists shall have the option to either return or exchange the Company’s inventory consigned to them that are unsold.

Warranty

Our products include a customer satisfaction guarantee. Under this guarantee, within 90 days of purchase, any customer who is not satisfied with our product for any reason may return it or any unused portion of it to the distributor from whom it was purchased for a full refund from the Company or credit toward the purchase of another product.

Historically, product returns have not been significant.

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E-commerce system

In order to facilitate our continued growth and to support distributor activities, we continually invest and upgrade our platforms. In 2019, we invested in an initiative to establish e-commerce through the setup of e-trading of our products on an existing Malaysian e-commerce trading platform. Our e-trading initiative will be actively promoted for online recruitment of new members by existing distributors and to provide direct sales to customers. Once the E-trading platform has provided tangible results in the Malaysia market, we intend to expand the platform to other geographic markets in order to duplicate its success. We also intend to approach online social influencers as part of our marketing strategy to promote our products and our e-commerce platform.

Intellectual Property

We consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the registered owner of two trademarks, in Malaysia. We have recently applied to register an additional three trademarks in Malaysia. We are also the registered owner of five domain names, namely “agapeatpgroup.com”, “agapeatpcorporation.com”, “atpsummit.com”, “agapeatpgroup.my” and “agapeatpgroup.com.my.”

Employees

As at June 30, 2021 we had 33 employees (excluding our Directors). The following table sets forth the number of employees by function:

Function	Number of employees
Senior Management		1
Business Development Department		2
Finance Department		6
Human Resources Department		6
Operations Department		13
Product Development Department		4
Sales & Marketing Department		3
Total		33

Properties

We currently lease 5 properties ranging from approximately 2,500 to 11,900 square feet in Kuala Lumpur, Johor Bahru and Ipoh which primarily carry out the functions of a warehouse, office and sales branches in different regions of Malaysia.

Insurance

The Employees’ Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security Organisation, Malaysia, (“SOCSO”) for any employee who is employed for wages paid under a contract of service or apprenticeship with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries, including industrial accident, accident during emergency at the employers’ premises, occupational diseases and commuting accidents. Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee’s wages, amounts that ranges between RM0.10 to RM19.75 for monthly wages between RM30 to RM4,000. The employers’ contribution correspond to the said rates are between RM0.4 to RM69.05. Rates applicable to both the employee and employer are fixed at the maximum rate of RM19.75 and RM69.05 respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer’s responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM49.40 for the said wage band.

Other than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance system, (“EIS”) under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal rate at 0.2% of the employee’s wages under the scheme, subject to a maximum monthly wage rate of RM4,000. No further contribution to the scheme is required from the employee or the employer for employees who have attained 60 years of age; and employees aged 57 and above who have no prior contributions are exempted.

We do not have any third-party liability insurance to cover claims in respect of personal injury or property or environmental damage arising from accidents on our property or relating to our operations. Such insurance is not mandatory according to the laws and regulations of Malaysia. We typically do not require our distributors to purchase insurance regarding their operations. We believe this practice is consistent with customary industry standards.

Legal Proceeding

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition.

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REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business activities in Malaysia or the rights of our stockholders to receive dividends and other distributions from us.

Regulations Related to Health and Wellness

The Food Act 1983 (Act 281) and the Food Regulations 1985

The primary legislations governing the various aspects of food safety and quality control in Malaysia are (i) the Food Act 1983 (Act 281) (“the 1983 Act”); and (ii) the Food Regulations 1985 (“the 1985 Regulations”), both under the purview of the Food Safety and Quality Division (FSQD) of the Ministry of Health, Malaysia. The ministry also oversees the implementation and enforcement of the legislations. The objective of the 1983 Act is to ensure that the public is protected from health hazards and fraud in the preparation, sale and use of foods and for matters incidental thereto or connected therewith.

The 1983 Act and the 1985 Regulations are applicable to all foods sold in the country either locally produced or imported, covers a broad spectrum from compositional standards to food additives, nutrient supplements, contaminants, packages and containers, food labelling, procedure for taking samples, food irradiation, and penalty.

The 1983 Act strictly prohibits food adulteration, food containing substances injurious to health and food unfit for human consumption. The legislation also ensures that consumer gets the right information from product labels; and that claims on food labels are legitimate.

Food as defined under the 1983 Act, includes every article manufactured, sold or represented for use as food or drink for human consumption or which enters into or is used in the composition, preparation, preservation, of any food or drink and includes confectionery, chewing substances and any ingredient of such food, drink, confectionery or chewing substances. This includes food for special dietary use for persons with specific diseases, disorders or medical conditions, and food which contain quantities of added nutrients allowable under the 1983 Act and the 1985 Regulations.

The general requirements on product labelling for food on sale provided under the 1985 Regulations are as follows:

(i)	All labels shall be durably marked on the material of the package or on material firmly attached to the package.
(ii)	All text should be in Bahasa Malaysia, i.e. the official language of Malaysia, if the food is produced, prepared or packaged in Malaysia. If the food is imported, all text should be in Bahasa Malaysia or English. In either case, translation into other languages may be included.
(iii)	Important particulars required on product labels are:

● A description of the food containing the common name of its principal ingredients. In the case of mixed and blended food, the appropriate description that the contents are mixed or blended. Where the food contains beef or pork, or its derivatives, or lard, a statement to that effect. Alcohol where presence in the food should be clearly marked in capital bold-faced lettering of a non-serif character not smaller than 6 point, in the form, “CONTAINS ALCOHOL”. Where the food consists of two or more ingredients, other than water, food additives and added nutrient, the appropriate designation of each of those ingredients in descending order of proportion by weight, and wherever required by the 198s Regulations, a declaration of the proportion of such ingredient. Any ingredients known to cause hypersensitivity shall be declared on the label.

● Quantity of the food package.

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● The name and address of the manufacturer and packer, or the owner of the rights of manufacture or packing or the agent of any of them, for food manufactured or packed in Malaysia; and the additional information of the name and address of the importer in Malaysia and country of origin for imported food.

● Depending on its composition, words such as “genetically modified (name of ingredient)”, “produced from genetically modified (name of ingredient)”, or “gene derived from (common name of such animal”) shall appear on the label.

● Marked with the expiry date or the date of minimum durability of that food.

● If the validity of date marking of food is dependent on its storage, then the storage direction of that food shall also be required on its label.

Further, based on the Guide to Nutrition Labelling and Claims, the nutritional information that must be declared on a product label are energy, protein, carbohydrate and fat. In addition, total sugars must also be declared for ready-to-drink beverages. Information on energy value is to be expressed as kcal (kilocalories) per 100 g or per 100 ml of the food or per package if the package contains only a single portion. In addition, the energy value should also be given for each serving of the food as quantified on the label. Besides kcal, energy value may also be expressed as kilojoule (kJ). The amount of protein, carbohydrate and fat should be expressed as g per 100 g or per 100 ml of the food or per package if the package contains only a single portion. In addition, the amount of these nutrients in the food should also be given for each serving of the food as quantified on the label.

Other than the mandatory nutrients, other nutrients may also be displayed on the nutrition label. These include vitamins and minerals, dietary fibre, sodium, cholesterol, fatty acids, amino acid, nucleotide and other food components.

Control of Drugs and Cosmetics Regulations 1984

The Malaysian government enacted the Control of Drugs and Cosmetics Regulations 1984 (“the 1984 Regulations”) to regulate the manufacture, sell, supply, import, possess or administer of cosmetics. The authority that oversee the 1984 Regulations is the National Pharmaceutical Regulatory Agency (“NPRA”) under the Ministry of Health, Malaysia. All cosmetics industry players who intend to manufacture or import any cosmetic, must apply the notification of cosmetics (“NOC”) through NPRA.

Pursuant to Regulation 18A of the 1984 Regulations, cosmetics cannot be manufactured or sold if:

(i)	The cosmetic has not been notified with the NPRA;
(ii)	The person is a not person who has been designated to place the notified cosmetics in the market;
(iii)	The cosmetic is a notified cosmetic but it has been mixed with poison (as defined by the Poisons Act 1952);
(iv)	The notified cosmetic has been mixed with a registered product;
(v)	The cosmetic is labelled with another name other than the name notified by the Director of Pharmaceutical Services;
(vi)	The cosmetic has been labelled in a way that does not comply with any directives/guidelines issued by the Director of Pharmaceutical Services;
(vii)	The cosmetic’s notification has been cancelled by the Director of Pharmaceutical Services; or
(viii)	The cosmetic is labelled with words, symbols or safety features that claim to be true but is otherwise.

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Regulations Related to Consumer Protection

Consumer Protection Act 1999 (Act 599)

The principal law for consumer protection in Malaysia is the Consumer Protection Act 1999 (Act 599) (“the 1999 Act”). The 1999 Act establishes various consumer protection mechanisms in Malaysia, and bridge gaps that may occur in other major laws, which may be inadequate in protecting consumers. The government agency which is primarily responsible for policy-making and law enforcement on consumer protection in Malaysia is the Ministry of Domestic Trade and Consumer Affairs (MDTCA). The MDTCA is also responsible for receiving consumer complaints and acts as a secretariat to the National Consumer Advisory Council (NCAC) – an institution established by the Minister of Domestic Trade and Consumer Affairs to advise him on any relevant consumer issues and the implementation of the 1999 Act.

The 1999 Act has undergone several amendments since its enactment to cover various emerging issues relating to consumers, including the inclusion unfair contract terms, inclusion of credit sale agreements of goods and the most recent amendment on July 23, 2019 related to Tribunal for Consumer Claims Malaysia. Amendments to this Act are to increase the jurisdiction limit of claim hearing from RM25,000.00 to RM50,000.00 and the increase of maximum penalty for non-compliance with the Tribunal’s award.

The 1999 Act covers almost every aspects of consumer protection; ranging from misleading and deceptive conducts, false representation and unfair practices; safety of goods and services; unfair contract terms; guarantees in respect of the supply of goods and services; and product liability; to the establishment, structure and functions of the National Consumer Advisory Council; the Committee on Advertisement; the Tribunals for Consumer Claims; and other matters related to enforcement, offences, remedies, and compensation.

Direct Sales and Anti-Pyramid Scheme Act 1993 (Act 500) and Regulations.

In Malaysia, network marketing is regulated by the Direct Sales and Anti-Pyramid Scheme Act 1993 (Act 500) (“the 1993 Act) and Regulations. The 1993 Act provides for the licensing of persons carrying on direct sales business, for the regulation of direct selling, for prohibiting pyramid scheme or arrangement, chain distribution scheme or arrangement, or any similar scheme or arrangement, and for other matters connected therewith. The implementation and enforcement of the 1993 Act is governed by the Ministry of Domestic Trade and Consumer Affairs.

Under the 1993 Act, subject to section 14 and 42 no person shall carry on any direct sales business unless it is a company incorporated under the Companies Act 1965 and holds a valid licence granted under Section 6. The Controller may grant licence under Section 6 of the 1993 Act with conditions and licensee shall comply with the any conditions of the licence imposed by the Controller. By virtue of Section 8 of the 1983 Act, the Controller has the power to revoke a licence granted if he is satisfied that there are grounds on which his power to revoke a licence is exercisable under subsection 8(1). In lieu of revocation of licence, the Controller may restrict the licence by:

(a)	Imposing limits on the duration of the licence;
(b)	Imposing conditions as he thinks desirable or expedient for the protection of the purchasers; or
(c)	Imposing both limits and conditions on the licence.

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We have the responsibility to ensure that our marketing plan is in compliance with the Direct Sales (Scheme and Conduct) Regulations 2001, not promoting pyramid scheme and have the following characteristics:

(a)	In the presentation of the direct sales scheme, a person who carries on any direct sales business shall not mislead participants by overemphasizing on disproportionately high bonus or bonus payout. Each participant shall be provided with sales kit that includes the marketing plan and code of conduct of the company.
(b)	Any person who carries on a direct sales business shall provide an incentive based on the volume or quantity of goods or services sold or distributed by each participant and not based on recruitment of persons into the scheme.
(c)	Participants not to purchase goods or services in an unreasonable amount. Each participant is required to purchase goods or service in an amount that can be expected to be resold or consumed within a reasonable period of time.

Regulations Related to Intellectual Property Rights

Intellectual property system in Malaysia is administered by the Intellectual Property Corporation of Malaysia (MyIPO), an agency under the Ministry of Domestic Trade and Consumer Affairs.

Trademarks Act 2019 (Act 815)

The Trademarks Act 2019 (Act 815) (“the 2019 Act”) officially came into force in Malaysia on 27 December 2019. The Act repealed the Trade Marks Act 1976 and is seen as opportune in enabling Malaysia to adhere not only to commercial demands and sophistication of the current era, but also to international standards and procedures. The Trademarks Regulations 2019 is also now in force having been gazetted in the Government Gazette on 27 December 2019.

Malaysia is also a member of various trademark-related treating, including:

(i)	Protocol relating to the Madrid Agreement concerning the International Registration of Marks since 27 December 2019;
(ii)	Nice Agreement concerning the International Classification of Goods and Services since 28 September 2007;
(iii)	Paris Convention for the Protection of Industrial Property since 1 January 1989; and
(iv)	Agreement on Trade-related Aspects of Intellectual Property Rights (TRIPS) since 1 January 1995.

The 2019 Act provides that any person who claims to be the bona fide proprietor of a trademark may apply for the registration of the trademark if:

(i)	the person is using or intends to use the trademark in the course of trade; or
(ii)	the person has authorised or intends to authorise another person to use the trademark in the course of trade.

The 2019 Act has also expanded the types of trademark recognized for registration to be more than just word, logo, numbers, name. signature, letter and to include shape of goods or their packaging, colour, sound, scent, hologram, positioning marks and sequence of motion of any combination thereof; provided that they must be signs capable of being represented graphically. ​

In general, Malaysia provides for protection for both registered and unregistered trademarks. Unregistered trademarks are protected under common law rights, particularly in the tort of passing off. In fact even during the examination of trademark, the Registrar shall refuse, under relative grounds of Section 24(4) of the 2019 Act, to register it if the mark’s use in Malaysia is prevented by virtue of any rule of law protecting an unregistered trademark or other sign used in the course of trade including the law of passing of.

The scope of trademark infringement and its exemptions has been substantially expanded by the 2019 Act. There could now be infringement even in the use of a similar mark on similar goods or services (as opposed to being identical). Liability will stick to secondary users who know or have reasons to believe that such use is without authorization of the trademark proprietor.

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Patents Act 1983 (Act 291) and Patents Regulations 1986

Patent protection in Malaysia is governed by the Patents Act 1983 (Act 291) (“the 1983 Act) and the Patents Regulations 1986 (“the 1986 Regulations”). As a signatory to both the Paris Convention for the Protection of Industrial Property 1883 and the Patent Cooperation Treaty, patent protection in Malaysia may be pursued via two different routes - one route being through the filing of a direct national application under the national patent law while the other is by way of a filing of an international patent application through the Patent Cooperation Treaty system.

The 1983 Act grants for two types of patents as follows :-

● Standard Patent: The invention must be novel, must have an inventive step and must be industrially applicable. Duration of protection is for 20 years from date of filing of application.

● Certificate of Utility Innovation: Generally same as standard patent except no inventive step is required.

However, not all inventions are patentable. Even if an invention satisfies all the criteria under 1983 Act, there are still exceptions. The following inventions are not patentable under Malaysian patent law:-

(i)	discoveries, scientific theories and mathematical methods;
(ii)	plant or animal varieties or essentially biological processes for the production of plants or animals not including man-made living microorganisms, micro-biological processes and the products of such microorganism processes;
(iii)	schemes, rules or methods for doing business, performing purely mental acts or playing games; and
(iv)	methods for the treatment of human or animal body by surgery or therapy, and diagnostic methods practised on the human or animal body (this provision does not apply to products used in any such methods).

The exclusive rights of the patent owner are to exploit the patented invention; assign or transmit the patent; and conclude licence contracts. Infringement occurs when unauthorised exploitation of the patented invention takes place. However, there is no contributory (or indirect) infringement of a Malaysian patent. Infringement proceedings must be taken by the patent owner within 5 years of the act(s) of infringement and 2 years in the case of a utility innovation certificate.

For a patent granted in respect of a product, infringement consists of :

(i)	making, importing, offering for sale, selling or using the product; and
(ii)	stocking such product for the purpose of offering for sale, selling or using.

For a patent granted in respect of a process, infringement consists of using the process; and doing any of the acts set out under (i) and (ii) above in respect of a product obtained directly by means of the process.

Copyright Act 1987 (Act 332)

Copyright protection in Malaysia is governed by the Copyright Act 1987 (Act 332) (“the 1987 Act) which provides comprehensive protection for copyrightable works. The 1987 Act outlines the nature of works eligible for copyright (which includes computer software), the scope of protection, and the manner in which the protection is accorded. A unique feature of the 1987 Act is the inclusion of provisions for enforcing the Act, which include such powers to enter premises suspected of having infringing copies and to search and seize infringing copies and contrivances. Malaysia is a signatory of the Berne Convention. Foreign works of non-Berne member countries are also protected if they are made in Malaysia and are published in Malaysia within thirty days of their first publication in the country of origin.

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Unlike trademarks, designs and patents (other intellectual property rights), there is no specific system of registration for copyright in Malaysia. Although copyright is a non-registrable right in Malaysia and enjoys automatic protection, ownership of copyright is difficult to establish. As such, proper documentation can be prepared to prove ownership. Copyright owners can claim ownership by way of a Statutory Declaration or by filing a Voluntary Notification at the MyIPO.

The definition of a literary work now includes table or compilations “whether or not expressed in words, figures or symbols and whether or not in a visible form”. The owner of copyright in a work including a derivative work, will have the exclusive right to control “the transmission of a work through wire or wireless means to the public, including the making available of a work to the public in such a way that members of the public may access the work from a place and at a time individually chosen by them”.

It is also an infringement of copyright to circumvent any effective technological measures aimed at restricting access to works, removal or alteration of any electronic rights management information without authority, or distribution, importation for distribution or communication to the public, without authority, works or copies of works in respect of which electronic rights management information has been removed or altered without authority.

Regulations Related to Employment and Social Security

Employment Act 1955 (Act 265)

The Employment Act 1955 (Act 265) (“the 1955 Act) is the primary legislation on labour matters in Malaysia. The 1955 Act provides for minimum work requirements and benefits of employment, such as maximum working hours, overtime entitlement, leave entitlement, maternity protection and termination benefits. The 1955 Act applies only to employees earning a monthly wages of not more than RM2,000.00 or to employees, irrespective of their monthly wages, who are engaged in manual labour, including artisan or apprentice, or who are engaged in the operation of maintenance of mechanically propelled vehicles operated for the transport of passengers or goods or for commercial purposes, or who supervise or oversee other employees engaged in manual labour or who are engaged in any capacity in any vessel registered in Malaysia or who are engaged as domestic servant.

Children and Young Persons (Employment) Act 1966 (Act 350)

Children and Young Person (Employment) Act 1996 (Act 350) (“the 1996 Act”) prohibits children from working near hazardous and poisonous material. The 1996 Act defines a “child” is a person who is under the age of fifteen years and a “young person” is a person who is fifteen or older, but below the age of eighteen years. The 1996 Act goes on to provide the minimum working hours for a child and young person. Further, under 1996 Act no child or young person shall be, or be required or permitted to be, engaged in any employment contrary to the provisions of the Factories and Machinery Act 1967 (Act 139), the Occupational Safety and Health Act 1994 (Act 514) or the Electricity Supply Act 1990 (Act 447) or in any employment requiring him to work underground. Any person contravening the provisions under the 1996 Act shall be guilty of an offense and shall be liable on conviction to imprisonment of not exceeding 2 years or to fine not exceeding RM50,000 or to both; and for repeat offenders, shall be liable on conviction to imprisonment of not exceeding 5 years or to fine not exceeding RM100,000 or to both.

Employees’ Provident Fund Act 1991 (Act 452)

The Employees’ Provident Fund Act 1991 (Act 452) (“the 1991 Act”) imposes the statutory obligations on employers and employees to make contribution towards the Employees Provident Fund, which is essentially a fund established as a scheme of savings for employees’ retirement and the management of savings for the retirement purposes. Under the 1991 Act, any employer who fails to pay the necessary contributions shall be liable to imprisonment for a term not exceeding three years or to a fine not exceeding ten thousand ringgit or to both.

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Employee’ Social Security Act 1969 (Act 4)

The Employee’s Social Security Act 1969 (Act 4) (“the 1969 Act’) was implemented to provide protection for employees and their families against economic and social distress in situations where the employees sustain injury or death. The schemes of social security under the 1969 Act are administered by Social Security Organization (“SOCSO”) and are financed by compulsory contributions made by the employers and the employees. Under the 1969 Act, any person who fails to make contribution shall be all be punishable with imprisonment for a term which may extend to two years, or with fine not exceeding ten thousand ringgit, or with both.

Employment Insurance System Act 2017 (Act 800)

SOCSO reached a milestone when the Employment Insurance System Act 2017 (Act 800) was introduced and enforced from 28 December 2017 with the aim to provide protection and assist workers who have lost employment through two (2) main components namely, the Employment Insurance and Active Labour Market Policies. The Employment Insurance System (EIS) provides protection to workers who have lost their employment through income replacement, reskilling and upskilling training to enhance their employability as well as employment services so that they can secure other suitable jobs fast.

Regulation Related to Taxation

Income Tax Act 1967 (Act 53)

The Income Tax Act 1967 (Act 53) (“the 1967 Act”) imposes a tax, known as income tax, for each year of assessment upon the income accruing in or derived from Malaysia, or received in Malaysia from other countries. A company is a tax resident in Malaysia if its management or control is exercised in Malaysia and generally, the place where directors’ meetings are held concerning management and control of the company are considered in determining where the management and control of the company is exercised.

Under the 1967 Act, any person who makes an incorrect tax return by omitting or understating income or gives incorrect information affecting chargeability to tax otherwise than in good faith shall be guilty of an offence and shall upon conviction be liable to a fine not less than RM1,000.00 and not more than RM10,000.00 and shall pay a special penalty of double the amount of tax which had been undercharged.

Regulation Related to Foreign Exchange Control

Financial Services Act 2013 (Act 758)

The Financial Services Act 2013 (Act 758) provides regulation and supervision of financial institutions, payment systems and other relevant entities and the oversight of the money market and foreign exchange market to promote financial stability and for related, consequential or incidental matters.

Pursuant to the Foreign Exchange Administration Rules, a resident entity with domestic ringgit is only allowed to invest abroad up to RM50 million per calendar year (“the Maximum Foreign Investment”). For the avoidance of doubt, the limit of such Maximum Foreign Investment applies to the resident entities within the group of companies. As such, if our operating subsidiaries intend to invest exceeding the Maximum Foreign Investment, we are required to seek approval from the controller of Foreign Exchange, Central Bank of Malaysia.

Notwithstanding the above, the Foreign Exchange Administration Rules allows non-residents to remit out divestment proceeds, profits, dividends or any income arising from investments in Malaysia. Repatriation, however, must be made in foreign currency.

Regulation Related to Competition Law

Competition Act 2010 (Act 712)

In Malaysia, under the Competition Act 2010 (Act 712) (“the 2010 Act), such provisions may be considered to be anti-competitive if they are found to significantly prevent, restrict or distort competition in any market for goods or services. The 2010 Act is regulated by the Malaysia Competition Commission (“MyCC”), an independent body established under the Competition Commission Act 2010 (Act 713) to enforce the 2010 Act. The Competition Commission Act 2010 empowers MyCC to carry out functions such as implement and enforce the provisions of the 2010 Act, issue guidelines in relation to the implementation and enforcement of the competition laws, act as advocate for competition matters; carry out general studies in relation to issues connected with competition in the Malaysian economy or particular sectors of the Malaysian economy; inform and educate the public regarding the ways in which competition may benefit consumers in and the economy of Malaysia.

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The 2010 Act prohibits horizontal or vertical agreements between enterprises that either the object or effect of significantly preventing, restricting or distorting competition in Malaysia. This is referred to as “Chapter One Prohibition”. MyCC has indicated in its “Guidelines on Chapter 1 Prohibition” that in general, anti-competitive agreements will not be considered “significant” if:

(i)	the parties to the agreement are competitors who are in the same market and their combined market share of the relevant market does not exceed 20%’ or
(ii)	the parties to the agreement are not competitors and their individual market share in relevant market is not more than 25%.

Further, the 2010 Act also prohibits enterprises from abusing their “dominant position” in a market. This is referred to as the “Chapter Two Prohibition”. The term “dominant position “refers to one or more enterprises possessing such significant power in a market that they are able to adjust prices, outputs, or trading terms without effective constraint from competitors or potential competitors. There are no specific thresholds for abuse of a dominant position However, the following are the types of abuses prohibited under the 2010 Act; (i) predatory behaviour (for example, margin squeeze, and predatory pricing); (ii) refusal to supply; (iii) buying up scarce supply; and (iv) limiting output.

Pursuant to MyCC “Guidelines on Chapter 2 Prohibition”, market share above 60% would be indicative that an enterprise is dominant. Nevertheless, market share shall not by itself be regarded as conclusive of dominance and other factors will be taken into account is assessing whether an enterprise is dominant.

In there is any infringement with the 2010 Act, MyCC may (i) require that the infringement be ceased immediately; (ii) specify steps which are required to be taken by the infringing enterprise(s) to bring the infringement to an end; (iii) impose financial penalties which could, for example, be 10% of the worldwide turnover of the relevant enterprise over the period during which an infringement occurred; or (iv) take any number of other actions, including imposing sanctions and penalties, as they deem appropriate.

Regulation Related to Establishment, Operation and Management of Malaysia Subsidiaries

Companies Act 2016 (Act 777)

The Companies Act 2016 (Act 777) (“the 2016 Act”) stipulates that a company must be registered with the Companies Commission Malaysia in order to engage in any business activity. Under the 2016 Act, a company shall have - (a) a name; (b) one or more members, having limited or unlimited liability for the obligations of the company; (c) in the case of a company limited by shares, one or more shares; and (d) one or more directors. With the liberalization in Malaysia equity policy, foreign companies/investors generally could hold 100% equity in majority industries except for strategic sectors of national interest such as water, telecommunications, ports, and energy. For every industry, there are specific sector regulations issued by the relevant governmental departments. These include regulations that could impose restrictions on the foreign ownership of equity of a company, require higher paid up capital requirements and also prior regulatory approval before the commencement of business operations. However, limits on foreign ownership do remain in place across many sectors such as telecommunications, oil & gas, tourism, wholesale and retail distributive trade, and financial services. A corporation is a “wholly-owned subsidiary” of another corporation if it has no members except— (a) that other corporation or its nominee; or (b) a wholly-owned subsidiary of that other corporation or its nominee. Private companies require a minimum of one director. A director shall ordinarily reside in Malaysia by having a principal place of residence in Malaysia.

Pursuant to the 2016 Act, appointment of an auditor is mandatory. However, the Registrar may exempt private companies from appointing an auditor where the Company is dormant, a zero-revenue company or a threshold-qualified company. Companies that elect to be exempted from audit must still lodge unaudited financial statements and the required statutory certificates with the Registrar of Companies. Since the coming into effect of the 2016 Act, private companies are no longer obligated to convene annual general meetings. However, shareholders have the right to request for the directors of the company to convene a general meeting. This right is however subject to the requirements in Section 311 of the 2016 Act.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus:

Directors and Executive Officers (Last Name, First Name)	Age	Position/ Title
How Kok Choong	57	Chief Executive Officer, President, Director, Chief Operating Officer, Chairman of the board of Directors and Secretary
Mohd Shaharuddin Bin Abdullah	65	Director
Lee Kam Fan Andrew	59	Chief Financial Officer
[*]*	[*]	Independent Director Nominee
[*]*	[*]	Independent Director Nominee
[*]*	[*]	Independent Director Nominee

* Each of Mr. [*], Mr. [*], and Mr. [*] has accepted our appointment to be our independent director, effective upon the SEC’s declaration of effectiveness of our registration statement on Form S-1, of which this prospectus is a part.

Mr. How Kok Choong is our founder and serves as our Chief Executive Officer, President, Director Chief Operating Officer, Chairman of the Board of Directors and Secretary. Mr. How is primarily responsible for overall development and business strategies, financial, administrative and human resources affairs of the Company. Mr. How has more than 20 years of experience in the senior management roles in the health and wellness industry. From 1987 to 2016, Mr. How was with the San Hin Group of Companies and his last position held was the group chief executive officer for the group. Since August 2003, Mr. How began to work for AGAPE Superior Living International Group as the global president, and continues to hold this position. Further, since September 2009, Mr. How has worked for TH3 Holdings Sdn Bhd as president. Mr. How obtained a master’s degree and a doctorate degree in Business Administrative from Newport University, USA in December 1997 and December 2000, respectively. In Malaysia, Mr. How Kok Choong was recognized by the Junior Chamber Malaysia (JCM) as an Outstanding Young Malaysian 2003, and was awarded the title of Justice of Peace of Malaysia since 2005. Mr. How Kok Choong received the Outstanding Asian Community Contribution Award in 2011, Malaysia Top Team 50 Enterprise Award in 2011 and 2016, The Contributor Award (Medical and Health Research) in 2012, “Man of The Year” in Worldwide Excellence Award in 2015, “Man of The Year” in McMillan Global Award in 2016, The Distinguished Asia Pacific Outstanding Entrepreneur Lifetime Achievement Award in 2019, World Outstanding Chinese Entrepreneur Lifetime Award in 2019 and Certified Professional Trainer of The International Professional Managers Association in 2019.

Mr. Mohd Shaharuddin Bin Abdullah serves as our director since January 2021. Prior to joining the Company, Mr. Shaharuddin has approximately 24 years of banking industry background and approximately 8 years of accounting and finance related experience. From October 2013 to October 2016, Mr. Shaharuddin served as the assistant director and the head of consumer credit management at Kuwait Finance House (M) Berhad. From April 2010 to October 2012, Mr. Shaharuddin served as the associate director head of special projects at Danajamin Nasional Berhad, and was later seconded to head the corporate debt restructuring committee, a unit incorporated by Bank Negara Malaysia. From January 2006 to April 2010, Mr. Shaharuddin served as the first vice president and the head of the corporate loans and special assets management division at AffinBank Berhad. From January 2002 to December 2005, Mr. Shaharuddin served as an assistant general manager of operations department at Pengurusan Danaharta Nasional Berhad. From January 1984 to December 2001, Mr. Shaharuddin served as the internal auditor, a branch manager, a regional manager at Interfinance Berhad, which was merged with RHB Bank Bhd. in 2000 and Mr. Abdullah served as the head of monitoring and collection division post-merger. From January 1980 to December 1983, Mr. Shaharuddin served as an investment officer and subsequently an assistant project accountant at Permodalan Bumiputra Sabah Berhad. From October 1976 to December 1979, Mr. Shaharuddin served as an executive officer at Bank Negara Malaysia. Mr. Shaharuddin has been an associate member of the Asian Institute of Chartered Bankers since April 1998. Mr. Shaharuddin received his diploma in accountancy at Universiti Teknoloji Mara in 1976, his diploma in banking and finance and Certified Credit Professional I from the Asian Institute of Chartered Bankers in 1992 and 2001, respectively, and his master’s degree in business administration from MBA-USA (Off Campus) in 2002.

Mr. Lee Kam Fan, Andrew serves as our chief financial officer of the Company. Prior to joining the Company in January 2021, Mr. Lee has approximately 38 years of accounting and finance related experience. Since July 2014, Mr. Lee has been the proprietor of Andrew Lee & Company. Since June 2010, Mr. Lee served as an adjunct lecturer of the HKICPA Processional Examinations Preparatory Programme at HKU Space. From January 2011 to October 2015, Mr. Lee served as the managing director at ANSA CPA Limited. From September 2010 to October 2012, Mr. Lee served as an independent non-executive director at Sunrise (China) Technology Group Limited (currently referred to as KOALA Financial Group Limited (Hong Kong stock code: 08226)). From March 2006 to April 2017, Mr. Lee was in cooperation with Friedman LLP to oversee financial statements are prepared in accordance with U.S. GAAP. From October 2000 to December 2010, Mr. Lee served as an audit manager and subsequently a partner at Clodick & Company. From April 1998 to September 2000, Mr. Lee served as a director at Nitwell Business Services Limited. From August 1994 to April 1998, Mr. Lee was an assistant audit manager at Cheng, Kwok & Chang. From July 1990 to July 1994, Mr. Lee served as an accountant at K.C. Manufacturing Company. From April 1989 to July 1990, Mr. Lee served as an accountant at Haldane, Midgley & Booth. From January 1987 to April 1989, Mr. Lee served as an audit senior at RSM Nelson Wheeler. From October 1985 to December 1986, Mr. Lee served as an audit assistant at Andrew Ma & Company. From April 1983 to September 1985, Mr. Lee served as an audit Clerk at Anthony Y.T. Tse & Company. Mr. Lee is an associate member of the Institute of Chartered Accountants in England and Wales since April 2019, a certified public accountant (practicing) of the Hong Kong Institute of Certified Public Accountants since May 2010, a fellow member of the Association of International Accountants since December 2006, and an associate member and certified tax advisor of the Tax Institute of Hong Kong since July 2010. Mr. Lee received his bachelor’s degree in business administration at the Open University of Hong Kong in June 2004 and his master’s degree in professional accounting from the Hong Kong Polytechnic University in November 2010.

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Employment Agreements

We have entered into employment agreements with all of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon advance written notice or payment in-lieu of notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time upon advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors and the shareholders voting by ordinary resolution.

Compensation of Directors and Executive Officers

For the years ended December 31, 2020 and 2019, we paid an aggregate of approximately Nil and Nil, respectively, in cash and benefits to our executive officers. We do not have a share incentive program to provide for grants of awards to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We have no service contracts with any of our directors providing for benefits upon termination of employment.

Board of Directors and Committees

Our board of directors will consist of five directors, including three independent directors. We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form S-1, of which this prospectus is a part: an audit committee, a compensation committee and a nominating and corporate governance committee. We intend to adopt and approve a charter for each of the three committees prior to consummation of this offering. Each of the committees of the board of directors shall have the composition and responsibilities described below.

Audit Committee

Mr. [*], Mr. [*] and Mr. [*] will be the members of our Audit Committee where Mr. [*] shall serve as the chairman. All proposed members of our Audit Committee will satisfy the independence standards promulgated by the SEC and by [NASDAQ/NYSE] as such standards apply specifically to members of audit committees.

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We intend to adopt and approve a charter for the Audit Committee prior to consummation of this offering. In accordance with our Audit Committee’s Charter, our Audit Committee shall perform several functions, including:

● evaluate the independence and performance of, and assess the qualifications of, our independent auditor, and engage such independent auditor;

● approve the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approve in advance any non-audit service to be provided by the independent auditor;

● monitor the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

● reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

● oversee all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

● review and approve in advance any proposed related-party transactions and report to the full board of directors on any approved transactions; and

● provide oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board of directors, including Sarbanes-Oxley Act implementation, and make recommendations to the board of directors regarding corporate governance issues and policy decisions.

It is determined that Mr. [*] possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Compensation Committee

Mr. [*], Mr. [*] and Mr. [*] will be the members of our Compensation Committee where Mr. [*]shall be the chairman. All proposed members of our Compensation Committee will be qualified as independent under the current definition promulgated by [NASDAQ/NYSE]. We intend to adopt and approve a charter for the Compensation Committee prior to consummation of this offering. In accordance with the Compensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to the board of directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

Nominating and Governance Committee

Mr. [*], Mr. [*] and Mr. [*] will be the members of our Nominating and Governance Committee where Mr. [*] shall serve as the chairman. All proposed members of our Nominating and Governance Committee will be qualified as independent under the current definition promulgated by [NASDAQ/NYSE]. The board of directors intends to adopt and approve a charter for the Nominating and Governance Committee prior to consummation of this offering. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate Governance Committee shall be responsible for identifying and proposing new potential director nominees to the board of directors for consideration and reviewing our corporate governance policies.

Director Independence

Our board of directors reviewed the materiality of any relationship that each of our proposed directors has with us, either directly or indirectly. Based on this review, it is determined that Mr. [*], Mr. [*] and Mr. [*] will be “independent directors” as defined by [NASDAQ/NYSE]. In addition, as required by [Nasdaq and NYSE] rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

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Family Relationships

There is no family relationship among any of our directors or executive officers.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors, or the Board, is primarily responsible for overseeing our risk management processes on behalf of our company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.

Code of Ethics

We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in our employee handbook and under the “About Us – Code of Conduct” section of our website at www.agapeatpgroup.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of our applicable trading market concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

● any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

● being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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● being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

● any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

● being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

● being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Officers’ Compensation

The following table sets forth information concerning the annual and long-term compensation earned by or paid to our Chief Executive Officer and to other persons who served as executive officers as at fiscal years ended December 31, 2020 and 2019, or the named executive officers, for services as executive officers for the said fiscal year.

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary		Stock Award		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation Earnings		All Other Compensation		Total
			($)		($)		($)		($)		($)		($)		($)
How Kok Choong		2020		—		—		—		—		—		—		—
Chief Executive Officer, President, Director, Chief Operating Officer, Chairman of the board of Directors and Secretary		2019		—		—		—		—		—		—		—
Lee Kam Fan Andrew		2020		—		—		—		—		—		—		—
Chief Operating Officer		2019		—		—		—		—		—		—		—

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Employment Agreements

How Kok Choong

Mr. How currently devotes approximately 90% per week of his time to manage the affairs of the Company. He has agreed to work with no remuneration nor drawn any (i) bonus; (ii) stock compensation; (iii) option awards; (iv) non-equity incentive plan compensation; (v) non-qualified deferred compensation earnings; and (vi) any other compensations until such time as the Company receives significant revenues necessary to provide management salaries. At this time, we cannot accurately estimate when significant revenues will occur to implement this compensation, or what the amount of the compensation will be.

Lee Kam Fan Andrew

On January 12, 2021, we entered into an Executive Employment Agreement with Mr. Lee Kan Fan Andrew, our Chief Financial Officer. Pursuant to the agreement, Mr. Lee is employed as our Chief Financial Officer. During the term of his employment, Mr. Lee will be entitled to a base salary at the annualized rate of $3,870. Pursuant to the agreement, Mr. Lee may be terminated for “cause” as defined in the agreement and Mr. Lee may resign upon the provision of a prior notice in writing not less than one (1) months to the Company or payment in lieu of notice at any time. In the event Mr. Lee is terminated without cause, we will be required to pay Mr. Lee all accrued salary, reimbursement for all business expenses. In the event Mr. Lee is terminated with cause, dies or is disabled, we will be required to pay Mr. Lee all accrued salary. Under the agreement Mr. Lee is subject to confidentiality restrictions.

Incentive Bonus

The Board may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Option Exercises and Stock Vested

We have not granted any stock options to our executive officers since our incorporation .

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award. We have not granted any stock options to our executive officers since our incorporation .

No Pension Benefits

We do not maintain any plan that provide for payments or other benefits to our executive officers at, following or in connection with retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

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No Nonqualified Deferred Compensation

We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Director Compensation

Name (Last name, First name)	Fees Earned or Paid in Cash $	Stock Awards $	Option Awards $	Non-equity Incentive Plan Compensation $	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Compensation $	Total $*
How Kok Choong	—	—	—	—	—	—	—
Mohd Shaharuddin Bin Abdullah	—	—	—	—	—	—	—
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]

On January 12, 2021, Mr. Mohd Shaharuddin Bin Abdullah was appointed to the Board of Directors of our company to serve as director. Mr. Shaharuddin entered into an agreement pursuant to which he will serve as a director. Upon SEC’s declaration of effectiveness of our registration statement on Form S-1, Mr. Shaharuddin will be entitled to a base salary at the monthly remuneration of $3,000 and also a stock-based compensation of $60,000 worth of common stock per annum. Pursuant to the agreement, Mr. Shaharuddin may be terminated for “cause” as defined in the agreement and Mr. Shaharuddin may resign upon the provision of a prior notice in writing not less than three (3) months to the Company or payment in lieu of notice at any time.

On [*], Mr. [*], Mr. [*] and Mr. [*] were appointed to the Board of Directors of our company to serve as independent directors. Mr. [*], Mr. [*] and Mr. [*] entered into agreements pursuant to which they will serve as independent directors. During the term of the agreement, Mr. [*], Mr. [*] and Mr. [*] will be entitled to a stock-based compensation of US$[*] worth of common stock.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

SEC rules require us to disclose any transaction since the beginning of our last fiscal year or any currently proposed transaction in which we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons.

On May 8, 2020, the Company acquired approximately 99.99% of the issued share capital of Agape Superior Living Sdn Bhd from Mr. How Kok Choong. Mr. How received an aggregate consideration of $1,714,003, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration was satisfied by (i) the offset of the consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) the allotment and issue of the common stock of the Company. The Company allotted and issued 162,694 shares of the Company’s common stock, each with a par value $0.0001, representing approximately 0.0432% of the total issued and outstanding shares in the Company after the issuance of the shares, which was valued at $1,057,508 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.

On July 1, 2020, the Company and Mr. How Kok Choong agreed to amend the Share Exchange agreement and enter into a supplemental agreement share exchange agreement (the “Supplemental Share Exchange Agreement”). In accordance with Supplemental Share Exchange Agreement, Mr. How received an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) the allotment and issuance of common stock of the Company. The Company allotted and issued 176,547 shares of the Company’s common stock, par value $0.0001 (the “Shares”), representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020.

*HKC Holdings Sdn Bhd is owned and controlled by How Kok Choong who is our executive officer and director. As such, HKC Holdings Sdn Bhd. is regarded a related party.

With regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that the issuance of stock was made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant an offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

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The Company’s related party list and relationship are as follows:

Related parties	Relationships
Agape S.E.A. Sdn Bhd(1)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of Agape S.E.A. Sdn Bhd

Notes:

1. On May 8, 2020, the Company acquired approximately 99.99% of the issued share capital of Agape Superior Living Sdn Bhd, the primary beneficiary of Agape S.E.A. Sdn Bhd from Mr. How Kok Choong.

Related party transactions for the three and nine months ended June 30, 2021 and 2020; and as of June 30, 2021, December 31, 2020, and 2019 are as per table below:

Revenue

	For the three and six months ended				For the years ended
Name of Related Party	June 30, 2021		June 30, 2020		December 31, 2020		December 31, 2019
	(Unaudited)		(Unaudited)				(Unaudited)
Agape S.E.A. Sdn Bhd	$	-	$	-	$	-	$	1,268,670

Accounts Receivable

	As of
Name of Related Party	June 30, 2021		December 31, 2020		December 31, 2019
	(Unaudited)
Agape S.E.A. Sdn Bhd	$	-	$	-	$	520,786

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PRINCIPAL STOCKHOLDERS

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

The following table sets forth certain information, as of the date of this prospectus, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner (1)	Common Stock Beneficially Owned		Percentage of Common Stock (1)			Voting Shares of Preferred Stock		Preferred Stock Voting Percentage Beneficially Owned		Total Voting Percentage Beneficially Owned
How Kok Choong, Chief Executive Officer, Chief Operating Officer, Chairman of the board of Directors, Secretary, and Director; collectively this includes HKC Holdings Sdn Bhd (2) (3)*		254,549,547		67.62	%		-		-		67.62	%
Mohd Shaharuddin Bin Abdullah		-		-			-		-		-
Lee Kam Fan Andrew		-		-			-		-		-
All officers and directors as a group		254,549,547		67.62	%		-		-		67.62	%
5% Shareholders:
HKC Talent Limited (4)		50,000,000		13.28	%		-		-		13.28	%

* Officer and/or director of the company.

(1)	Applicable percentage ownership is based on 376,452,047 shares of common stock issued and outstanding and 200,000,000 preferred shares authorized but none were issued and outstanding as of June 30, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
(2)	The address of How Kok Choong is c/o Agape ATP Corporation, 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur, Malaysia.
(3)	HKC Holdings Sdn Bhd is owned and controlled by How Kok Choong who is our chief executive officer, chief operating officer, chairman of the board of Directors, Director and secretary.
(4)	HKC Talent Limited is owned and controlled by Law Li Lee, an independent third party. The address of HKC Talent Limited is 306 Victoria House, Victoria, Mahe, Seychelles, SC361.

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DESCRIPTION OF CAPITAL STOCK

We have authorized capital stock consisting of 1,000,000,000 shares of common stock, par value $0.0001 per share, and 200,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2021, we had 376,452,047 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company, which is sometimes referred to in corporate parlance as a “poison pill”.

Options and Restricted Stock

As of June 30, 2021, other than the securities described above, we do not have any outstanding options or restricted stock.

Other Convertible Securities

As of June 30, 2021, other than the securities described above, we do not have any outstanding convertible securities.

Securities Authorized for Issuance under Equity Compensation Plans

We have not adopted any compensatory or benefit plans for future issuances of our securities.

Market for Common Equity and Related Stockholder Matters

Our common stock is presently quoted on the OTC Markets – Pink Sheets under the symbol “AATP”. Although there is currently a bid and offer quotation for the common stock, such bid and offer are for limited and insignificant number of shares. The last sale price recorded was $8.00 per share on September 21, 2021. Because trading has been sporadic and irregular, there is no established public trading market for our common stock.

We plan to apply to list our common stock on the [NASDAQ/NYSE] as soon as practical. No assurance can be given that our application will be approved by the [NASDAQ/NYSE]. If our Common Stock is listed on the [NASDAQ/NYSE], we will be subject to continued listing requirements and corporate governance standards of [NASDAQ/NYSE]. We expect the compliance with these new rules and regulations to significantly increase our legal, accounting and financial compliance costs.

As of the date of this prospectus, there are approximately 1246 holders of record of our common stock.

Transfer Agent

The stock transfer agent for our securities is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was little to no trading activity in our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.

All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

We expect that approximately of shares of our common stock will be subject to the [180-day] lock-up period under the lock-up agreements entered into with the Underwriter. Upon expiration of the lock-up period, these shares will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144.

Rule 144

Some of our stockholders will be forced to hold their shares of our common stock for at least a [six-month] period before they are eligible to sell those shares, and even after that six-month period, sales may not be made under Rule 144 promulgated under the Securities Act unless we and such stockholders are in compliance with other requirements of Rule 144.

In general, Rule 144 provides that (i) any of our non-affiliates that has held restricted common stock for at least six months is thereafter entitled to sell its restricted stock freely and without restriction, provided that we remain compliant and current with our SEC reporting obligations, and (ii) any of our affiliates, which includes our directors, executive officers and other person in control of us, that has held restricted common stock for at least six months is thereafter entitled to sell its restricted stock subject to the following restrictions: (a) we are compliant and current with our SEC reporting obligations, (b) certain manner of sale provisions are satisfied, (c) a Form 144 is filed with the SEC, and (d) certain volume limitations are satisfied, which limit the sale of shares within any three-month period to a number of shares that does not exceed the greater of 1% of the total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the sale and who has owned such shares of common stock for at least one year is entitled to sell the shares under Rule 144 without regard to any of the limitations described above.

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TAXATION

Malaysia Taxation

The following discussion is a summary of the more relevant taxes that are applicable to our Malaysian subsidiaries with regards to transactions that they may enter into with a foreign holding company, i.e. AATP. It excludes specifically all Malaysian taxes that our Malaysian subsidiaries are subject to arising from their respective business activities in Malaysia such as income tax, various types of taxes imposable on transactions entered into in the course of conducting their business activities and taxes on capital gains. Generally, there is no taxes on capital gains in Malaysia except for real property gains tax (“RPGT”) which is a tax on gains arising from the disposal of real property or shares in real property companies (“RPC”). Neither subject affects our Malaysian subsidiaries as none of them were engaged in activities in the said areas.

The type of transactions that Malaysian subsidiaries typically enter into with their foreign holding company (that is not attributable to a business carried on in Malaysia by the foreign holding company) are royalties, interest or service fees. With respect to such income, the tax liability of the foreign holding company, it being a non-resident will be settled by way of withholding tax (“WHT”) deducted by the paying entity, i.e. the Malaysian subsidiary. The following are WHT rates that apply as per the double taxation agreement (“DTA”) th exists between the United States of America and Malaysia: (Royalty: 10%, Interest: 15%, Dividends: 0%, Income other than royalty and interest: 10%)

Payments of the above types of income to non-residents (except for dividends) are subject to WHT which is due and payable to the Inland Revenue Board (IRB) within one month after paying or crediting such payments. There is no WHT on dividends paid by Malaysian companies.

Tax administration

Transfer pricing

Transfer pricing (TP) legislation

The basis for determining proper compensation is, almost universally, the arm’s length principle which has also been accepted by the Inland Revenue Board (“IRB”).

The arm’s length principle was incorporated into Section 140A of the Malaysian Income Tax Act 1967. It allows the Director General Inland Revenue (“DGIR”) to adjust any transfer prices between related parties in Malaysia which, in the view of the DGIR, do not meet the arm’s length standard.

What constitutes “arm’s length” is not defined in the Income Tax Act 1967. Consequently, the IRB has issued the TP Rules 2012 and the revised TP Guidelines 2012 to give guidance on the arm’s length standard that is acceptable to the IRB. The TP Rules and Guidelines seek to provide guidance on the application of the law on controlled transactions, the acceptable methodologies as provided in the rules and administrative requirements including the types of records and documentation expected from taxpayers involved in TP arrangements.

Advance pricing arrangements (APA)

Companies are allowed to apply for APAS from the DGIR. The objective of establishing APAS is to provide an avenue for taxpayers to obtain certainty upfront that their related party transactions meet the arm’s length standard. The IRB has issued the APA Rules 2012 and APA Guidelines 2012 to give guidance on the matter.

Statute of limitation for TP adjustments

The statute of limitation is seven (7) years from the expiration of an assessment year (“YA”) for raising an assessment or additional assessment for that YA in respect of TP adjustments for a transaction entered into between associated persons not at arm’s length.

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Country-by-Country Reporting

The Malaysian Country-by-Country Rules require a Malaysian multinational corporation (“MNC”) group with total consolidated group revenue of RM3 billion and above in the financial year (“FY”) preceding the reporting FY (i.e. FY commencing on or after 1 January 2017) to prepare and submit the Country-by-Country Report to the IRB no later than 12 months after the close of each FY.

Malaysian entities of foreign MNC groups will generally not be required to prepare and file Country-by-Country Reports as the obligation to file will be with the ultimate holding company in the jurisdiction it is tax resident in, However, a notification to the IRB may be required.

United States Federal Income Taxation

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this prospectus, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this prospectus. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

● U.S. expatriates and former citizens or long-term residents of the United States;

● persons subject to the alternative minimum tax;

● persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

● banks, insurance companies, and other financial institutions;

● brokers, dealers or traders in securities;

● “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

● partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

● tax-exempt organizations or governmental organizations;

● persons deemed to sell our common stock under the constructive sale provisions of the Code;

● persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

● tax-qualified retirement plans.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

● an individual who is a citizen or resident of the United States;

● a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

● an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

● a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate paying any cash dividends on our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

● the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

● the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

● our common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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UNDERWRITING

Under the terms and subject to the conditions of an underwriting agreement dated the date of this prospectus, the Underwriter named below, for whom Prime Number Capital, LLC is acting as the underwriter, have severally agreed to purchase, and we have agreed to sell to them, the number of our ordinary shares at the initial public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus and as indicated below:

Underwriter	Number of Shares
Prime Number Capital, LLC
Total

The Underwriter is offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the Underwriter to pay for and accept delivery of the ordinary shares offered by this prospectus are subject to the approval of certain legal matters by its counsel and to other conditions. The Underwriter is obligated to take and pay for all of the ordinary shares offered by this prospectus if any such shares are taken. However, the Underwriter is not required to take or pay for the shares covered by the Underwriter’s option to purchase additional shares described below.

We have granted to the Underwriter an option, exercisable for forty-five (45) days from the date of this prospectus, to purchase up to       additional ordinary shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The Underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, the Underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of ordinary shares listed next to the names of the Underwriter in the preceding table.

The Underwriter will offer the shares to the public at the initial public offering price set forth on the cover of this prospectus and to selected dealers at the initial public offering price less a selling concession not in excess of $       per share. After this offering, the initial public offering price, concession and reallowance to dealers may be reduced by the representative. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The securities are offered by the Underwriter as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

Commissions and Expenses

If we complete this offering, then on the closing date, we will pay the Underwriter a commission fee of 8% of the value of the shares of common stock sold in this offering for the investors introduced by the Underwriter, and 6% of the aggregate gross proceeds of this offering of the common stock for the investors introduced by the Company.

The following table summarizes the compensation and estimated expenses we will pay in the offering. Such amounts are shown assuming both no exercise and full exercise of the Underwriter’s over-allotment option.

	Per Share	Total
Public offering price	$	$
Underwriting fee and commissions ([*]%)	$	$
Proceeds, before expenses, to us	$	$

We have also agreed to reimburse the Underwriter for all of its reasonable out-of-pocket expenses, including reasonable fees and expenses of its legal counsel in an amount not to exceed $[*] and costs of third party due diligence reports in an amount not to exceed $[*], in connection with the offering.

We expect our total cash expenses for this offering to be approximately $[*], exclusive of the above commissions. If we complete this offering, then on the closing date, we will issue shares to investors.

We have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriter may be required to make in respect of those liabilities.

The Underwriter intends to offer our common stock to its retail customers only in states in which we are permitted to offer our common stock.

In connection with this offering, the Underwriter or certain of the securities dealers may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

102

[Underwriter Warrant]

[We have also agreed to grant to the Underwriter a warrant covering a number common stocks equal to [*]% of the common stock (the “Underwriter Warrant”) sold by the Underwriter in this public offering. The Underwriter Warrant will be exercisable, from the date of issuance and will expire on the [*]-year anniversary of the effective date of the offering. The Underwriter Warrant will be exercisable at a price equal to [*]% of the initial public offering price. The Underwriter Warrant shall not be redeemable or cancellable. We will register the shares underlying the Underwriter Warrant and file all necessary undertakings in connection therewith. The Underwriter Warrant may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of [*] days immediately following the effective date of the registration statement of which this prospectus forms a part (in accordance with FINRA Rule 5110), except that they may be assigned, in whole or in part, to any officer or partner of the Underwriter, and to members of the syndicate or selling group and their respective officers or partners. The Underwriter Warrants may be exercised as to all or a lesser number of shares, will provide for cashless exercise and will contain provisions for immediate “piggyback” registration rights at our expense for a period of three years from the date of effectiveness. We have registered the Underwriter Warrant and the shares underlying the Underwriter Warrant in this offering.]

Right of First Refusal

Until [*] ([*]) months from the commencement of sales of the Offering, the Underwriter shall have a right of first refusal on at least equal commercial terms to act as financial advisor or to act as joint financial advisor on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company (collectively, “Future Services”). In the event the Company notifies the Underwriter of its intention to pursue an activity that would enable the Underwriter to exercise its right of first refusal to provide Future Services, the Underwriter shall notify the Company of its election to provide such Future Services within [*] ([*]) days of written notice by the Company.]

Lock-Up Agreements

All of our executive officers and directors and certain shareholders have agreed not to register, offer, sell, contract to sell or grant (except for private transfers and in such case only with the express requirement that such shares continue to be subject to the same lock-up) any of our shares of common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock or any warrants to purchase our shares of common stock (including, without limitation, securities of our company which may be deemed to be beneficially owned by such individuals in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon the exercise of a stock option or warrant) for a period of [180] days after the closing date of this offering. Upon the expiration of these lock-up agreements, additional shares of common stock will be available for sale in the public market.

Market and Pricing Considerations

Prior to this offering, our common stock was quoted on the OTC Markets – Pink Sheets, and there was a limited public market for our common stock. The public offering price was determined based upon the price at which our common stock was quoted on the OTC Markets – Pink Sheets, as well as by negotiations between us and the Underwriter. Among the factors considered in determining the initial public offering price are the future prospects of our company and our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of our company.

An active trading market for our common stock may not develop. It is possible that after this offering the shares of common stock will not trade in the public market at or above the initial offering price.

103

Discretionary Shares

The Underwriter will not sell any shares in this offering to accounts over which it exercises discretionary authority, without first receiving written consent from those accounts.

Application for Listing on the [NASDAQ Capital Market / the NYSE American LLC]

We have applied to list our common stock on [the Nasdaq Capital Market the NYSE American LLC]. However, our common stock will not be listed on either exchange upon completion of this offering. If our common stock is eventually listed on the [Nasdaq Capital Market or the NYSE American LLC], we will be subject to continued listing requirements and corporate governance standards. We expect these rules and regulations to significantly increase our legal, accounting and financial compliance costs.

Price Stabilization, Short Positions and Penalty Bids

In order to facilitate the offering of our common stock, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. These activities may raise or maintain the market price of our common stock above independent market levels or prevent or retard a decline in the market price of our common stock. The Underwriter is not required to engage in these activities, and may end any of these activities at any time. We and the Underwriter have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

Foreign Regulatory Restrictions on Purchase of our Shares

We have not taken any action to permit a public offering of our shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. People outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to this offering of our shares and the distribution of this prospectus outside the United States.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area, no offer of shares which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

(a)	to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Underwriter for any such offer; or
(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares referred to in (a) to (c) above shall result in a requirement for the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person located in a Member State to whom any offer of shares is made or who receives any communication in respect of an offer of shares, or who initially acquires any shares will be deemed to have represented, warranted, acknowledged and agreed to and with the Underwriter and the Company that (1) it is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Underwriter has been given to the offer or resale; or where shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

104

The Company, the Underwriter and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or the Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the Underwriter have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the Underwriter to publish a prospectus for such offer.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any common stocks in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stocks to be offered so as to enable an investor to decide to purchase or subscribe the common stocks, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

The above selling restriction is in addition to any other selling restrictions set out below.

Notice to Prospective Investors in Hong Kong

The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Non-CIS Securities may not be circulated or distributed, nor may the Non-CIS Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

105

Where the Non-CIS Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Non-CIS Securities pursuant to an offer made under Section 275 of the SFA except:

(a)	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b)	where no consideration is or will be given for the transfer;
(c)	where the transfer is by operation of law;
(d)	as specified in Section 276(7) of the SFA; or
(e)	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

106

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of common stock offered hereby and U.S. federal securities law will be passed upon for us by Loeb & Loeb LLP, New York, New York. Legal matters as to Malaysia law will be passed upon for us by Andrew Jye & Co. Loeb & Loeb, LLP may rely upon Andrew Jye & Co. with respect to matters governed by Malaysian law. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel for the Underwriter. [*] is acting as Malaysia counsel for the Underwriter.

EXPERTS

The financial statements for Agape ATP Corporation, as of December 31, 2020 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the year ended December 31, 2020 and for the six-month period ended December 31, 2019, included in this prospectus and elsewhere in the registration statement of which this prospectus forms a part, have been audited by Friedman LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report appearing elsewhere herein, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

You may read and copy all or any portion of the registration statement without charge at the public reference room of the SEC at 100 F Street, N. E., Washington, D.C. 20549. Copies of the registration statement may be obtained from the SEC at prescribed rates from the public reference room of the SEC at such address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at http://www.sec.gov. The registration statement, including all exhibits and amendments thereto, has been filed electronically with the SEC.

We are subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, we file annual reports containing financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited financial data, current reports and other reports and information with the SEC. You may inspect and copy each of our periodic reports, proxy statements and other information at the SEC’s public reference room, and at the web site of the SEC referred to above.

107

AGAPE ATP CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Financial Statements:
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	F-3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020	F-4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 and 2020	F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	F-6
Notes to Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2021 and 2020	F-7

	Page
Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firms	F-35
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-36
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Year Ended December 31, 2020 and for the Six-Month Period Ended December 31, 2019	F-37
Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2020 and for the Six-Month Period Ended December 31, 2019	F-38
Consolidated Statements of Cash Flows for the Year Ended December 31, 2020 and for the Six-Month Period Ended December 31, 2019	F-39
Notes to Consolidated Financial Statements for the Year Ended December 31, 2020 and for the Six- Month Period Ended December 31, 2019	F-40

F-1

AGAPE SUPERIOR LIVING SDN. BHD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Financial Statements:
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	F-67
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019	F-68
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019	F-69
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019	F-70
Notes to Unaudited Condensed Consolidated Financial Statements for the Three Months Ended March 31, 2020 and 2019	F-71

	Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-85
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-86
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019 and 2018	F-87
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2019 and 2018	F-88
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-89
Notes to Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018	F-90

F-2

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	June 30,			December 31,
	2021			2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Included $23,526 and $37,387 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2021 and December 31, 2020, respectively)	$	3,300,800		$	3,517,600
Accounts receivable		-			172,757
Amount due from related parties		5,599			3,235
Inventories		490,275			589,814
Prepaid taxes (Included $4,982 and $11,330 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2021 and December 31, 2020, respectively)		627,232			1,104,495
Prepayments and deposits, net		184,307			296,370
Total Current Assets		4,608,213			5,684,271
OTHER ASSETS
Property and equipment, net	$	252,441		$	298,309
Intangible assets, net		4,649			5,826
Operating right-of-use assets		304,060			394,141
Investment in marketable securities		410,469			577,035
Investment in non-marketable securities		1,500			1,500
Deferred offering costs		263,685			249,525
Deferred tax assets (Included $7,985 and $0 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2021 and December 31, 2020, respectively)		47,090			-
Total Other Assets		1,283,894			1,526,336
TOTAL ASSETS	$	5,892,107		$	7,210,607
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Customer deposits	$	168,744		$	236,134
Operating lease liabilities		149,212			154,276
Other payables and accrued liabilities ($980 and $1,904 are included in the consolidated VIE that are without recourse to the credit of Agape ATP Corporation as of June 30, 2021 and December 31, 2020, respectively)		505,550			647,677
Income tax payables		36,877			-
Amount due to a related party		-			455
Total Current Liabilities		860,383			1,038,542
NON-CURRENT LIABILITIES
Operating lease liabilities	$	157,396		$	241,488
Deferred tax liabilities		-			5,743
Total Non-current Liabilities		157,396			247,231
TOTAL LIABILITIES	$	1,017,779		$	1,285,773
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-
Common Stock, par value $0.0001; 1,000,000,000 shares authorized, 376,452,047 shares issued and outstanding as of June 30, 2021 and December 31, 2020		37,645			37,645
Additional paid in capital		6,440,616			6,440,616
Accumulated deficit		(1,710,318	)		(734,443	)
Accumulated other comprehensive income		106,385			181,016
TOTAL STOCKHOLDERS’ EQUITY		4,874,328			5,924,834
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,892,107		$	7,210,607

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

F-3

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (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,
	2021			2020			2021			2020
REVENUE	$	303,786		$	1,510,208		$	605,566		$	1,510,208
REVENUE – RELATED PARTY		-			13,654			-			13,654
TOTAL REVENUE		303,786			1,523,862			605,566			1,523,862
COST OF REVENUE		(35,623	)		(471,554	)		(113,214	)		(471,554	)
GROSS PROFIT		268,163			1,052,308			492,352			1,052,308
SELLING		(100,838	)		(108,894	)		(216,952	)		(109,356	)
COMMISSION		(92,774	)		(382,498	)		(181,213	)		(382,498	)
GENERAL AND ADMINISTRATIVE		(361,862	)		(514,724	)		(724,008	)		(673,778	)
PROVISION FOR DOUBTFUL ACCOUNTS		(121,686	)		-			(121,686	)		-
TOTAL OPERATING EXPENSES		(677,160	)		(1,006,116	)		(1,243,859	)		(1,165,632	)
(LOSS) INCOME FROM OPERATIONS		(408,997	)		46,192			(751,507	)		(113,324	)
OTHER (EXPENSES) INCOME
Other income (expenses), net		11,770			29,911			(48,546	)		(23,785	)
Unrealized holding (loss) gain on marketable securities		(241,027	)		145,204			(165,731	)		126,666
TOTAL OTHER (EXPENSES) INCOME, NET		(229,257	)		175,115			(214,277	)		102,881
(LOSS) INCOME BEFORE INCOME TAXES		(638,254	)		221,307			(965,784	)		(10,443	)
PROVISION FOR INCOME TAXES		(3,971	)		(134,067	)		(10,091	)		(134,067	)
NET (LOSS) INCOME		(642,225	)		87,240			(975,875	)		(144,510	)
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment		(36,347	)		28,042			(74,631	)		35,812
COMPREHENSIVE (LOSS) INCOME	$	(678,572	)	$	115,282		$	(1,050,506	)	$	(108,698	)
(LOSS) EARNINGS PER SHARE
Basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		376,452,047			376,370,256			376,452,047			376,322,878

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

F-4

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				ADDITIONAL					ACCUMULATED OTHER		TOTAL
	Number of shares		Par value		PAID IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME		STOCKHOLDERS’ EQUITY
Balance as of December 31, 2019		376,275,500	$	37,628	$	5,293,082	$	(1,089,209	)	$	9,785	$	4,251,286
Net loss		-		-		-		(231,750	)		-		(231,750	)
Foreign currency translation adjustment		-		-		-		-			7,770		7,770
Balance as of March 31, 2020		376,275,500	$	37,628	$	5,293,082	$	(1,320,959	)	$	17,555	$	4,027,306
Net income		-		-		-		87,240			-		87,240
Issuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd		162,694		16		1,057,492		-			-		1,057,508
Foreign currency translation adjustment		-		-		-		-			28,042		28,042
Balance as of June 30, 2020		376,438,194	$	37,644	$	6,350,574	$	(1,233,719	)	$	45,597	$	5,200,096

	COMMON STOCK				ADDITIONAL					ACCUMULATED OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			STOCKHOLDERS’ EQUITY
Balance as of December 31, 2020		376,452,047	$	37,645	$	6,440,616	$	(734,443	)	$	181,016		$	5,924,834
Net loss		-		-		-		(333,650	)		-			(333,650	)
Foreign currency translation adjustment		-		-		-		-			(38,284	)		(38,284	)
Balance as of March 31, 2021		376,452,047	$	37,645	$	6,440,616	$	(1,068,093	)	$	142,732		$	5,552,900
Net loss		-		-		-		(642,225	)		-			(642,225	)
Foreign currency translation adjustment		-		-		-		-			(36,347	)		(36,347	)
Balance as of June 30, 2021		376,452,047	$	37,645	$	6,440,616	$	(1,710,318	)	$	106,385		$	4,874,328

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

F-5

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”)

	For the six months ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(975,875	)	$	(144,510	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		38,179			17,716
Amortization		1,006			482
Amortization of operating right-of-use assets		75,387			32,756
Unrealized holding loss (gain) on marketable securities		165,731			(126,667	)
Deferred tax (benefit) expense		(53,299	)		134,067
Inventory write-down		36,636			-
Provision for doubtful accounts		121,686			-
Changes in operating assets and liabilities:
Accounts receivables		169,393			(322,547	)
Accounts receivables – related party		-			(8,617	)
Inventories		80,969			206,540
Prepaid taxes		448,054			4,185
Prepayments and deposits		(15,120	)		125,422
Prepayments and deposits – related party		-			(2,780	)
Accounts payable		-			(2,802	)
Customer deposits		(60,618	)		(712,749	)
Operating lease liabilities		(74,399	)		(32,253	)
Other payables and accrued liabilities		(129,355	)		51,093
Income tax payables		36,877			-
Net cash used in operating activities		(134,748	)		(780,664	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(1,220	)		-
Cash and cash equivalent acquired through acquisition of Agape Superior Living Sdn Bhd		-			1,210,818
Proceeds from sale of non-marketable securities to a related party		-			70,173
Net cash (used in) provided by investing activities		(1,220	)		1,280,991
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs		(14,160	)		(75,738	)
(Advances to) Repayments from related parties		(2,428	)		216,575
Net cash (used in) provided by financing activities		(16,588	)		140,837
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		(64,244	)		42,043
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(216,800	)		683,207
CASH AND CASH EQUIVALENTS, beginning of period		3,517,600			2,744,457
CASH AND CASH EQUIVALENTS, end of period	$	3,300,800		$	3,427,664
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	249,583		$	-
Interest paid	$	-		$	-
SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Changes in right-of-use assets and lease liabilities due to lease modifications	$	3,286		$	-
Initial recognition of right-of-use assets and lease liabilities	$	-		$	461,522
Sale of non-marketable securities to a related party in exchange for ASL	$	-		$	656,495
Issuance of common stock in exchange for acquisition payment of ASL	$	-		$	1,057,508
Unpaid balance due to a related party in connection with acquisition payment of ASL	$	-		$	90,043
Unpaid accrued liabilities on deferred offering costs		-			127,500

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

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

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 wholly owned subsidiary, Agape ATP Corporation, a Company organized in Labuan, Malaysia.

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited, 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., an entity incorporated in Malaysia.

Agape Superior Living Sdn. Bhd. (“ASL”) is a limited company incorporated on August 8, 2003, under the laws of 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. Upon the establishment of WATP, WATP starts collaborating with ASL to carry out its Wellness programs.

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 accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, Agape ATP Corporation (“AATP LB”), Agape ATP International Holding Limited (“AATP HK”), Wellness ATP International Holdings Sdn, Bhd. (“Wellness ATP”), Agape Superior Living Sdn. Bhd. (“ASL”) and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3).

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100	%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100	%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99	%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100	%

F-7

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Business Overview

Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated WATP. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

The Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

The ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the period ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.

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)

Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, operating right-of-use assets, operating lease liabilities and uncertain tax position and impairment of investment in non-marketable securities. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Accounts receivable

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. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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, 2021 and December 31, 2020, no valuation allowance was recorded.

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)

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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, 2021 and 2020, the Company didn’t recognize any inventory write-downs. For the six months ended June 30, 2021 and 2020, the Company recognized inventory write-downs of $36,636 and $0, respectively.

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

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:

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

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed 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.

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)

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	5 years

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, 2021 and December 31, 2020, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

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.

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)

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 Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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 discounted value of unapplied 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) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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)

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 Health and Wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended June 30, 2021 and 2020, the Company recognized $4,115 and $61,368 as forfeited coupon income, respectively. For the six months ended June 30, 2021 and 2020, the Company recognized $11,226 and $61,368 as forfeited coupon income, respectively.

As of June 30, 2021, the Company had contracts for the sales of health and wellness products amounting to $68,550 which it is expected to fulfill within 12 months from June 30, 2021.

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)

Disaggregated information of revenues by products are as follows:

	For the three months ended				For the six months ended
	June 30,				June 30,
	2021		2020		2021		2020
Survivor Select	$	24,415	$	35,994	$	37,641	$	35,994
Energized Mineral Concentrate		8,291		22,606		52,183		22,606
Ionized Cal-Mag		18,485		611,160		40,298		611,160
Omega Blend		89,066		162,543		185,361		162,543
Beta Maxx		55,943		11,434		89,800		11,434
Vege-Fruit Fiber		-		6,106		-		6,106
Iron		8,431		-		16,715		-
Young Formula		14,458		349,738		25,901		349,738
Organic Youth Care Cleansing Bar		2,990		28,805		2,990		28,805
Mitogize		70,148		4,711		106,843		4,711
Lipomask		4,279		8,420		8,401		8,420
Hyaluronic Acid Serum		1,362		55,721		3,353		55,721
Mousse Facial Cleanser		3,042		3,127		7,660		3,127
Trim+		2,223		223,497		22,674		223,497
Total revenues	$	303,133	$	1,523,862	$	599,820	$	1,523,862

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation section in person.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the three months ended June 30, 2021 and 2020, revenues from health and wellness services were $653 and $0 respectively. For the six months ended June 30, 2021 and 2020, revenues from health and wellness services were $5,746 and $0 respectively.

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)

Cost of revenue

Cost of revenue includes freight-in, the purchase cost of manufactured goods for sale to customers, and inventory write-downs. Cost of revenue amounted to $35,623 and $471,554 for the three months ended June 30, 2021 and 2020, respectively. Cost of revenue amounted to $113,214, including inventory write-downs of $36,636, and $471,554 for the six months ended June 30, 2021 and 2020, respectively.

Shipping and handling

Shipping and handling charges amounted to $2,990 and $2,555 for the three months ended June 30, 2021 and 2020, respectively. Shipping and handling charges amounted to $5,272 and $2,555 for the six months ended June 30, 2021 and 2020, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising costs

Advertising costs amounted to $8,721 and $2,882 for the three months ended June 30, 2021 and 2020, respectively. Advertising costs amounted to $16,658 and $2,882 for the six months ended June 30, 2021 and 2020, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Commission expenses

Commission expenses are the Company’s most significant 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 $92,774 and $ 382,498 for the three months ended June 30, 2021 and 2020, respectively. Commission expenses amounted to $181,213 and $382,498 for the six months  ended June 30, 2021 and 2020, respectively.

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 $27,067 and $23,710 for the three months ended June 30, 2021 and 2020, respectively. Total expenses for the plans were $53,034 and $23,710 for the six months ended June 30, 2021 and 2020, respectively.

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)

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. $395 in penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2021. No penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2020.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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). Other comprehensive 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.

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)

Non-controlling interest

Non-controlling interest mainly consists of approximately 0.01% (3 ordinary shares out of 9,590,599 shares) of the equity interests of ASL held by three individuals. The non-controlling interests are presented in the unaudited condensed 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 unaudited condensed 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. As of June 30, 2021 and December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying unaudited condensed consolidated financial statements.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2021 and 2020, there were no dilutive shares.

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 unaudited condensed consolidated statements of operations and comprehensive Income (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 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 unaudited condensed consolidated balance sheets.

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)

Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of
	June 30, 2021		December 31, 2020
Period-end MYR : US$1 exchange rate		4.15		4.02
Period-end HKD : US$1 exchange rate		7.77		7.75

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Period-average MYR : US$1 exchange rate		4.13		4.32		4.10		4.25
Period-average HKD : US$1 exchange rate		7.77		7.75		7.76		7.76

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 unaudited condensed 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.

F-18

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)

Leases

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.

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.

Recent accounting pronouncements

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

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

F-19

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)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

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. Its equity at risk was insufficient to finance its activities and 100% of its business is transacted with ASL. Therefore it was considered to be a VIE and ASL is the primary beneficiary since it has both of the following characteristics:

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 unaudited condensed financial statements.

F-20

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”) (Continued)

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

	June 30, 2021			December 31, 2020
Current assets	$	28,508		$	48,717
Other assets		7,985			-
Current liabilities		(51,028	)		(53,573	)
Net deficit	$	(14,535	)	$	(4,856	)

	June 30, 2021			December 31, 2020
Current assets:
Cash and cash equivalents	$	23,526		$	37,387
Prepaid taxes		4,982			11,330
Total current assets		28,508			48,717
Other asset – Deferred tax asset		7,985			-
Total assets	$	36,493		$	48,717
Current liabilities:
Accounts payable – intercompany	$	50,048		$	51,669
Other payables and accrued liabilities		980			1,904
Total current liabilities		51,028			53,573
Net deficit	$	(14,535	)	$	(4,856	)

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

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Operating revenues	$			$	129,492		$	-		$	129,492
Gross profit	$			$	1,373		$	-		$	1,373
Loss from operations	$	(5,019	)	$	(3,749	)	$	(11,967	)	$	(3,749	)
Net income (loss)	$	1,912		$	(18,139	)	$	(9,949	)	$	(18,139	)

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. BUSINESS COMBINATION

On May 8, 2020, the Company entered into a Share Exchange Agreement (“SPA”) 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 ASL, an entity incorporated in Malaysia. Pursuant to the SPA, as amended on July 1, 2020, Mr. How will receive an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the Consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) allotment and issuance of common stock of the Company. The Company shall allot and issue 176,547 shares of the Company’s common stock, par value $0.0001, representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020. In 2020, the Company has issued all 176,547 shares of the Company’s common stock.

The Company’s acquisition of ASL was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of ASL based upon the carrying value of the identifiable assets acquired and liabilities assumed on April 1, 2020 as ASL was under the common control of Mr. How.

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities	$	2,301,330
Total net assets acquired	$	1,804,046

F-22

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. BUSINESS COMBINATION (Continued)

The following unaudited pro forma combined results of operations presents the Company’s financial results as if the acquisition of ASL had been completed on January 1, 2020. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that the Company would have recognized had it completed the transaction on January 1, 2020. Future results may vary significantly from the results in this pro forma information because of future events and transactions, as well as other factors.

	For the Six Months Ended
	June 30, 2020
Revenue	$	2,765,114
Cost of revenue		(571,407	)
Gross profit		2,193,707
Total operating expenses		(2,055,016	)
Income from operations		138,691
Other income, net		110,912
Income before income taxes		249,603
Provision for income taxes		(184,900	)
Net income	$	64,703
Net income per common share - basic and diluted	$	0.00
Weighted average number of common shares outstanding - basic and diluted		376,452,047

5. CASH AND CASH EQUIVALENTS

As of June 30, 2021 and December 31, 2020 the Company has $3,300,800 and $3,517,600, respectively, of cash and cash equivalents, which consists of $1,215,004 and $1,112,147, respectively, of cash in banks and $2,077,345 and $2,391,182, respectively, of time deposits placed with banks or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The effective interest rate for the time deposits for ranged between 1.80% to 2.15% per annum for the three and six months ended June 30, 2021. The effective interest rate for the time deposits for ranged between 2.95% to 3.25% per annum for the three and six months ended June 30, 2020.

F-23

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

	As of June 30, 2021		As of December 31, 2020
Accounts receivable	$	-	$	172,757
Allowance for doubtful accounts		-		-
Total	$	-	$	172,757

7. INVENTORIES

Inventories consist of the following:

	As of June 30, 2021		As of December 31, 2020
Finished goods	$	490,275	$	589,814

For the three months ended June 30, 2021 and 2020, the Company didn’t recognize any inventory write-down. For the six months ended June 30, 2021 and 2020, the Company recognized inventory write-down of $36,636 and $0, respectively.

8. PREPAYMENTS AND DEPOSITS

	As of June 30, 2021			As of December 31, 2020
Receivables from sales distributors	$	32,820		$	35,302
Deposits to suppliers		273,109			261,068
Subtotal		305,929			296,370
Less: Provision for doubtful accounts		(121,622	)		-
Total	$	184,307		$	296,370

Movements of allowance for doubtful accounts are as follows:

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021			For the Year End December, 31, 2020
Beginning balance	$	-		$	-		$	-
Addition		121,686			121,686			-
Write off		-			-			-
Exchange rate effect		(64	)		(64	)		-
Ending balance	$	121,622		$	121,622		$	-

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer and office equipment	$	80,087		$	81,437
Furniture & fixtures		122,984			126,966
Leasehold improvements		203,894			210,496
Vehicle		99,347			102,564
Subtotal		506,312			521,463
Less: accumulated depreciation		(253,871	)		(223,154	)
Total	$	252,441		$	298,309

Depreciation expense for the three months ended June 30, 2021 and 2020 amounted to $19,009 and $17,716, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 amounted to $38,179 and $17,716, respectively.

F-24

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

10. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer software	$	34,678		$	35,801
Less: accumulated amortization		(30,029	)		(29,975	)
Total	$	4,649		$	5,826

Amortization expense for the three months ended June 30, 2021 and 2020 amounted to $496 and $482, respectively. Amortization expense for the six months ended June 30, 2021 and 2020 amounted to $1,006 and $482, respectively.

11. INVESTMENT IN MARKETABLE SECURITIES

(i)	On May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $500,000 at a purchase price of $6 per share.
(ii)	On July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $125 at a purchase price of $6.2613 per share.
(iii)	On October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $1,000 at a purchase price of $0.03 per share.
(iv)	On November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss Inc. for $76,671 at fair value of $11.50 per share from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares.
(v)	On December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss Inc. for $83,315 at fair value of $5 per share from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares.

	As of June 30, 2021			As of December 31, 2020
Cost of investment	$	577,035		$	66,484
Dividend income from Greenpro Capital Corp.		-			160,062
Unrealized holding (loss) gain		(165,731	)		350,137
Exchange rate effect		(835	)		352
Investment in marketable securities	$	410,469		$	577,035

12. INVESTMENT IN NON-MARKETABLE SECURITIES

The Company invested in Unreserved Sdn Bhd with the investment amount of $863,592 (RM 3,500,000), which approximated 20% of the equity interest of Unreserved Sdn Bhd and is accounted for under the equity method of accounting. On March 10, 2019, Unreserved Sdn Bhd issued additional common stock for working capital. As the Company did not subscribe for the additional common stock, the Company’s equity interest in investee company was diluted from approximately 20.0% to approximately 17.86%. Effective from March 10, 2019, the Company discontinued equity accounting on the investee company. The Company also ceased control over the operations of the investee company on the same date. Accordingly, the investment in investee company was reclassified to investment in non-marketable securities.

Unreserved Sdn Bhd was incorporated in Malaysia with 2,500,000 ordinary shares authorized, issued and outstanding. Mr. Lim Hun Soon @ David Lim and Ms. Aniza Helina Akmi Karim are the directors of Unreserved Sdn Bhd. Mr. How Kok Choong was a director of the company from April 30, 2018 to March 27, 2019.

F-25

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

12. INVESTMENT IN NON-MARKETABLE SECURITIES (Continued)

On March 3, 2020, the Company agreed to sell the 17.86% ownership interest in Unreserved Sdn Bhd at the December 31, 2019 carrying value of $730,637 to Mr. How Kok Choong, the CEO and director of the Company. The Company received proceeds of $70,173, and had an amount due from director of $660,464 at March 31, 2020. In May 2020, the entire outstanding balance was settled as part of the consideration in a transaction which the Company had acquired the CEO’s ownership interest of Agape Superior Living Sdn. Bhd.

On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. for $1,500 at purchase price of $0.0001 per share.

Unreserved Sdn Bhd	As of June 30, 2021		As of December 31, 2020
Investment in non-marketable securities	$	-	$	730,637
Less: Sale of investment in non-marketable securities		-		(730,637	)
Investment in non-marketable securities	$	-	$	-
Phoenix Plus Corporation
Cost of investment	$	1,500	$	1,500
Total	$	1,500	$	1,500

13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of June 30, 2021		As of December 31, 2020
Professional fees	$	151,269	$	297,636
Promotion expenses		36,259		37,433
Payroll		22,730		23,976
Commissions		231,603		224,711
Others		63,689		63,921
Total	$	505,550	$	647,677

F-26

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS

Related party balances

Amount due from related parties

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,224	$	2,227
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		3,375		996
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		-		12
Total			$	5,599	$	3,235

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing label fees	$	-	$	455
Total			$	-	$	455

Related party transactions

Revenue

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

F-27

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

Other Income

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	1,458	$	-
Total			$	1,458	$	-

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,929	$	-
Total			$	2,929	$	-

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. STOCKHOLDERS’ EQUITY

Preferred stock

As of June 30, 2021 and December 31, 2020, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of June 30, 2021 and December 31, 2020, there were 1,000,000,000 common stocks authorized and 376,452,047 shares issued and outstanding.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2021 and December 31, 2020.

Non-controlling interest

As of June 30, 2021 and for the three and six months ended June 30, 2021, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying unaudited condensed consolidated financial statements.

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Tax jurisdictions from:
Local – United States	$	(96,370	)	$	(161,751	)	$	(204,295	)	$	(304,170	)
Foreign – Malaysia		(177,983	)		369,367			(469,675	)		313,780
Foreign – Hong Kong		(363,901	)		13,691			(291,814	)		(20,053	)
(Loss) income before income tax	$	(638,254	)	$	221,307		$	(965,784	)	$	(10,443	)

F-29

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

The provision for income taxes consisted of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Current:
- Local	$	(22,205	)	$	-		$	(22,205	)	$	-
- Foreign		(14,461	)		-			(41,185	)		-
Deferred:
- Local		-			-			-			-
- Foreign		32,695			(134,067	)		53,299			(134,067	)
Provision for income tax	$	(3,971	)	$	(134,067	)	$	(10,091	)	$	(134,067	)

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 subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

For the three and six months ended June 30, 2021 and 2020, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

For the three and six months ended June 30, 2021, the Company re-visited its fiscal 2020 U.S. income taxes and determined its stock dividend from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 were subject to Subpart F and GILTI taxes. As a result, the Company incurred additional income taxes expenses of $22,205, including interest and penalty of $395, for the three and six months ended June 30, 2021, after utilizing its estimated cumulative net operating losses (“NOL”) of $312,608 as of December 31, 2020. As a result, the Company’s deferred tax assets of estimated NOL of $65,648 were fully utilized and reduced to $0.

As of June 30, 2021 and December 31, 2020, the operations in the United States of America incurred approximately $204,000 and $0, respectively, of cumulative NOL which can be carried forward to offset future taxable income or Subpart F and GILTI taxes. These balances can be carried forward indefinitely. The deferred tax valuation allowance as of June 30, 2021 and December 31, 2020 were approximately $43,000 and $0, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation did not maintain a permanent establishment in Labuan, and therefore did not satisfy the said requirements, the company was subjected to tax at 24% on its net audited profit. On June 11, 2021, Agape ATP Corporation made an irrevocable election to be taxed under the Malaysian Income Tax Act 1967 as the elected tax regime is more tax efficient to the entity compare to LBATA.

F-30

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings sdn Bhd. are governed by the income tax laws of Malaysia and the income tax 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 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the three and six months ended June 30, 2021 and RM 500,000 (or approximately $125,000) income for the three and six months ended June 30, 2020, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of June 30, 2021			As of December 31, 2020
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	42,902		$	-
Net operating loss carry forwards in Malaysia		47,090			62,678
Less: valuation allowance		(42,902	)		-
Deferred tax liabilities:
Depreciation		-			(68,421	)
Deferred tax assets (liabilities), net	$	47,090		$	(5,743	)

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, 2021 and December 31, 2020, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the three and six months ended June 30, 2021 and 2020.

F-31

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues. For the six months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues.

There are no account receivable balance as of June 30, 2021. As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the balance of accounts receivable.

(b) Major vendors

For the three and six months ended June 30, 2021, one vendor accounted for 100.0% of the Company’s total purchases. For the three and six months ended June 30, 2020, one vendor accounted for 100.0% of the Company’s total purchases.

There are no accounts payable balance as of June 30, 2021 and December 31, 2020.

(c) Commission Expenses to Sales Distributors and Stockists

For the three months ended June 30, 2021, one sales distributor accounted for 21.9% of the Company’s total commission expense. For the six months ended June 30, 2021, one sales distributor accounted for 16.2% of the Company’s total commission expense. For the three and six months ended June 30, 2020, no sales distributor accounted for 10.0% or more of the Company’s total commission expense. 

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2021 and December 31, 2020, $1,215,004 and $1,112,147 were deposited with financial institutions, respectively, $776,485 and $563,788 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

F-32

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES

Lease commitments

On April 1, 2020, the Company adopted ASC 842 for ASL’s office space lease and sales and training center as the lease commencement date upon the acquisition of ASL. The Company recognized lease liabilities of approximately $490,000, with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.

On May 31, 2021, the Company entered into two separate two-year leases extension with the modified lease expiring May 31, 2023 for its office space and expiring August 31, 2023 for its training center. The lease modification required the Company to re-measure the ROU assets and lease liabilities based on the modified leases. The Company recognized a reduction of $3,286 in ROU assets and lease liabilities upon lease modifications based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.

As of June 30, 2021, the weighted remaining term of the lease is approximately 2.04 years.

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending June 30,	Operating lease liabilities
2022	$	162,318
2023		153,835
2024		8,323
Total lease payments		324,476
Less: interest		(17,868	)
Present value of lease liabilities	$	306,608

The Company also leases one distribution center and two employee apartments with an expiring term of twelve months or fewer, which were classified as operating 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 selected not to recognize lease assets and liabilities on these leases. As of June 30, 2021, the Company’s commitment for minimum lease payments under these operating leases within the next twelve months are $1,302.

Rent expense for the three months ended June 30, 2021 and 2020 was $45,560 and $52,672, respectively. Rent expense for the six months ended June 30, 2021 and 2020 was $91,521 and $66,180, respectively.

Purchase commitments

The total future minimum purchase commitment under a non-cancellable purchase contract as of June 30, 2021 for the next five years and thereafter is as follows:

Twelve months ending June 30,	Minimum purchase
2022	$	693,900
2023		693,900
2024		693,900
2025		693,900
2026		693,900
Thereafter		1,040,850
Total minimum purchase commitments required	$	4,510,350

As of the date of this report, the Company’s vendor is not able to meet the Company’s minimum purchase commitment of the health and wellness products due to the manufacturing process was being delayed by its vendor.

F-33

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES (Continued)

Contingencies

Legal

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

COVID-19

Since the declaration of the COVID-19 a pandemic on March 11, 2020, by the World Health Organization or WHO, Malaysia has been put through various stages of lockdowns such as (1) full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory, (2) MCO were eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia and (3) CMCO were further relaxed to Recovery Movement Control Order (“RMCO”). On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. February 2021 marked a significant month for Malaysia as all frontline staff of the country, which comprised those in healthcare, police, the Volunteers Department of Malaysia, the Fire and Rescue Department of Malaysia and civil defense sectors were vaccinated. On February 16, 2021, Prime Minister, Tan Sri Muhyiddin Yassin announced that a National COVID-19 Immunisation Plan will be implemented for one year after February 2021, which 80% of the Malaysia population will be vaccinated to achieve herd immunization. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO, nevertheless, COVID-19 cases in the country continue to rise. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of the Company’s customers or suspension supplies may be negatively affected, and could continue to negatively affect the demand for the Company’s product;

● the Company may have to provide significant sales incentives to its customers during the outbreak, which may in turn materially adversely affect its financial condition and operating results; and

● any disruption of the Company’s supply chain, logistics providers or customers could adversely impact its business and results of operations, including causing the Company or its suppliers to cease manufacturing for a period of time or materially delay delivery to its customers, which may also lead to loss of its customers.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that the Company’s total revenues will grow or remain at the similar level year over year in 2021 and 2022.

F-34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Agape ATP Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Agape ATP Corporation (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the year ended December 31, 2020 and the six-month period ended December 31, 2019, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and the six-month period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ Friedman LLP

We have served as the Company’s auditor since 2019

New York, New York

March 31, 2021

F-35

AGAPE ATP CORPORATION

CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	December 31,			December 31,
	2020			2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Included $37,387 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of December 31, 2020)	$	3,517,600		$	2,744,457
Accounts receivable		172,757			-
Accounts receivable – related party		-			520,786
Amount due from related parties		3,235			2,217
Inventories		589,814			-
Prepaid taxes (Included $11,330 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of December 31, 2020)		1,104,495			-
Prepayments and deposits		296,370			269,193
Total Current Assets		5,684,271			3,536,653
OTHER ASSETS
Property and equipment, net		298,309			-
Intangible assets, net		5,826			-
Operating right-of-use assets		394,141			-
Investment in marketable securities		577,035			66,484
Investment in non-marketable securities		1,500			732,137
Deferred offering costs		249,525			-
Total other assets		1,526,336			798,621
TOTAL ASSETS	$	7,210,607		$	4,335,274
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	2,790
Customer deposits		236,134			-
Operating lease liabilities		154,276			-
Other payables and accrued liabilities ($1,904 are included in the consolidated VIE that are without recourse to the credit of Agape ATP Corporation as of December 31, 2020)		647,677			77,246
Amount due to a related party		455			3,952
Total Current Liabilities		1,038,542			83,988
NON-CURRENT LIABILITIES
Operating lease liabilities	$	241,488		$	-
Deferred tax liabilities		5,743			-
Total Non-current Liabilities		247,231			-
TOTAL LIABILITIES	$	1,285,773		$	83,988
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-
Common Stock, par value $0.0001; 1,000,000,000 shares authorized, 376,452,047 and 376,275,500 shares issued and outstanding as of December 31, 2020 and December 31, 2019		37,645			37,628
Additional paid in capital		6,440,616			5,293,082
Accumulated deficit		(734,443	)		(1,089,209	)
Accumulated other comprehensive income		181,016			9,785
TOTAL STOCKHOLDERS’ EQUITY		5,924,834			4,251,286
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,210,607		$	4,335,274

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

F-36

AGAPE ATP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
REVENUE	$	3,434,561		$	-		$	-
REVENUE – RELATED PARTY		18,060			1,290,131			429,362
TOTAL REVENUE		3,452,621			1,290,131			429,362
COST OF REVENUE		(775,855	)		(1,200,829	)		(383,479	)
GROSS PROFIT		2,676,766			89,302			45,883
SELLING		(376,582	)		(7,846	)		-
COMMISSION		(830,659	)		-			-
GENERAL AND ADMINISTRATIVE		(1,627,660	)		(396,048	)		(312,270	)
TOTAL OPERATING EXPENSES		(2,834,901	)		(403,894	)		(312,270	)
LOSS FROM OPERATIONS		(158,135	)		(314,592	)		(266,387	)
OTHER INCOME/(EXPENSES)
Other Income/(Expenses), Net		164,283			36,301			(4,153	)
Loss from equity investment		-			(26,085	)		-
Unrealized holding gain (loss) on marketable securities		350,137			(68,391	)		(68,391	)
Dividend income from marketable securities		160,062			-			-
Gain on deemed disposal of shares in Investee Company		-			16,509			-
Impairment loss in equity investment		-			(366,834	)		-
TOTAL OTHER INCOME/(EXPENSES), NET		674,482			(408,500	)		(72,544	)
INCOME (LOSS) BEFORE INCOME TAXES		516,347			(723,092	)		(338,931	)
(PROVISION FOR) BENEFIT OF INCOME TAXES		(161,581	)		6,965			-
NET INCOME (LOSS)		354,766			(716,127	)		(338,931	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		171,231			11,079			9,864
COMPREHENSIVE INCOME (LOSS)	$	525,997		$	(705,048	)	$	(329,067	)
NET LOSS PER SHARE
Basic and diluted	$	0.00		$	0.00		$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		376,387,778			376,275,500			376,275,500

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

F-37

AGAPE ATP CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	COMMON STOCK				ADDITIONAL					ACCUMULATED OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME (LOSS)			STOCKHOLDERS’ EQUITY
Balance as of December 31, 2018 (unaudited)		376,275,500	$	37,628	$	5,293,082	$	(373,082	)	$	(1,294	)	$	4,956,334
Net loss		-		-		-		(716,127	)		-			(716,127	)
Foreign currency translation adjustment		-		-		-		-			11,079			11,079
Balance as of December 31, 2019		376,275,500	$	37,628	$	5,293,082	$	(1,089,209	)	$	9,785		$	4,251,286
Net income		-		-		-		354,766			-			354,766
Issuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd		176,547		17		1,147,534		-			-			1,147,551
Foreign currency translation adjustment		-		-		-		-			171,231			171,231
Balance as of December 31, 2020		376,452,047	$	37,645	$	6,440,616	$	(734,443	)	$	181,016		$	5,924,834

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

F-38

AGAPE ATP CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”)

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	354,766		$	(716,127	)	$	(338,931	)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Depreciation		55,407			-			-
Amortization		1,505			-			-
Amortization of operating right-of-use assets		106,561			-			-
Loss from equity investment		-			26,085			-
Unrealized holding (gain) loss on marketable securities		(350,137	)		68,391			68,391
Dividend income from marketable securities		(160,062	)		-			-
Gain on deemed disposal of shares in investee company		-			(16,509	)		-
Impairment loss in equity investment		-			366,834			-
Deferred tax expense		178,329			-			-
Changes in operating assets and liabilities:
Accounts receivable		(165,149	)		-			-
Accounts receivable – related party		-			(518,940	)		(85,602	)
Amount due from related parties		(2,417	)		(2,210	)		-
Inventory		78,674			-			-
Prepaid taxes		184,985			-			-
Prepayments and deposits		352,577			241,372			229,638
Accounts payable		(2,804	)		2,778			2,778
Accounts payable – related party		-			59			(35,086	)
Customer deposits		(1,421,886	)		(217,743	)		-
Income taxes payable		-			(6,965	)		-
Other payables and accrued liabilities		336,709			68,557			44,867
Operating lease liabilities		(105,009	)		-			-
Net cash used in operating activities		(557,951	)		(704,418	)		(113,945	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in marketable securities		121			-			-
Purchase of equipment		(4,734	)		-			-
Purchase of intangible assets		(178	)		-			-
Cash acquired through acquisition of Agape superior Living Sdn Bhd		1,210,818			-			-
Proceeds from sale of non-marketable securities to a related party		70,173			-			-
Investment in non-marketable securities		-			(1,500	)		-
Net cash provided by (used in) investing activities		1,276,200			(1,500	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs		(249,525	)		-			-
Repayments from related parties		227,434			745			-
Amount due to a related party		-			(5,318	)		-
Net cash used in financing activities		(22,091	)		(4,573	)		-
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		76,985			2,031			815
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		773,143			(708,460	)		(113,130	)
CASH AND CASH EQUIVALENTS, beginning of year		2,744,457			3,452,917			2,857,587
CASH AND CASH EQUIVALENTS, end of end	$	3,517,600		$	2,744,457		$	2,744,457
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	288,929		$	-		$	-
Interest paid	$	-		$	-		$	-
SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Amount transferred from investment in investee company to non-marketable securities	$	-		$	724,619		$	-
Initial recognition of right-of-use assets and lease liabilities	$	483,343		$	-		$	-
Sale of non-marketable securities to a related party in exchange for acquisition payment of Agape Superior Living Sdn Bhd	$	656,495		$	-		$	-
Issuance of common stock in exchange for acquisition of Agape Superior Living Sdn Bhd	$	1,147,551		$	-		$	-

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

F-39

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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” or “AATP US”) was incorporated under the laws of the State of Nevada on June 1, 2016.

Agape ATP Corporation operates through its wholly owned subsidiary, Agape ATP Corporation, a Company organized in Labuan, Malaysia.

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited, 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., an entity incorporated in Malaysia.

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

On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn, Bhd., 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. Upon the establishment of WATP, WATP starts collaborating with ASL to carry out its Wellness programs.

The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company and its subsidiaries 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 accompanying consolidated financial statements reflect the activities of the Company, Agape ATP Corporation (“AATP LB”), Agape ATP International Holding Limited (“AATP HK”), Wellness ATP International Holdings Sdn, Bhd. (“WATP”), ASL and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3).

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100%

F-40

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. ORGANIZATION AND BUSINESS BACKGROUND (CONT’D)

Business Overview

Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL by issuing 176,547 common shares for a total value of $1,147,551 and offset a loan receivable of $656,495 for a total consideration of $1,804,046, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated WATP. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

The Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

The ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

F-41

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Change of year end

On December 31, 2019, the Company changed its fiscal year end from June 30 to December 31. The consolidated financial statements consist of the unaudited financial data for the year ended December 31, 2019, which was derived from the six months audited financial statement ended December 31, 2019 and the interim financial statements for the six months ended June 30, 2019.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

Use of estimates

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

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Accounts receivable and accounts receivable – related party

Accounts receivable and accounts receivable – related party are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due on credit term. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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 December 31, 2020, and 2019, no valuation allowance was recorded.

F-42

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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. As of December 31, 2020, and 2019, there are no inventories obsolescence reserves or write-downs.

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income taxes; and (ii) goods and service tax (“GST”) that is refundable.

Prepayments and deposits

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2020, and 2019, there is no allowance for the doubtful accounts.

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:

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

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

F-43

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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	5 years

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 December 31, 2020 and 2019, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

Investment in marketable equity securities

Prior to July 1, 2019, marketable securities included in investment in marketable equity securities (non-current) are stated at the lower of cost or market in the aggregate. Other marketable securities (non-current) are stated at the lower of cost or market in the aggregate and investments other than marketable equity securities in other investments (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

On July 1, 2019, the Company adopted 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 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

Prior to July 1, 2019, investments in non-marketable equity securities (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

F-44

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

On July 1, 2019, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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 discounted value of unapplied coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

Revenue recognition

On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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.

F-45

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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 substantial collection.

Prior to July 1, 2019, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from supplies of health and wellness products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded.

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption on July 1, 2019, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

Sales of Health and Wellness products

- Performance obligations satisfied at a point in time

On July 1, 2019, the Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods, which is generally similar to when its delivery has occurred prior to July 1, 2019 Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the years ended December 31, 2020 and 2019, the Company recognized $170,431 and $0 (unaudited) as forfeited coupon income. The Company did not earn any forfeited coupon income for the six months ended December 31, 2019.

As of December 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $116,541 which it is expected to fulfill within 12 months from December 31, 2020.

F-46

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Disaggregated information of revenues by products are as follows:

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
			(Unaudited)
Survivor Select	$	149,897	$	-	$	-
Energized Mineral Concentrate		81,481		238,687		100,270
Ionized Cal-Mag		908,964		55,718		-
Omega Blend		495,567		137,752		68,927
BetaMaxx		156,550		191,246		67,789
Vege Fruit Fiber		1,755		-		-
Iron		133,389		-		-
Young Formula		653,631		117,453		-
Organic Youth Care Cleansing Bar		43,127		34,917		17,206
Mitogize		162,801		-		-
No. 1 MED		46,713		140,733		-
Energetique		253,396		174,808		175,170
Trim+		365,350		198,817		-
Total revenues	$	3,452,621	$	1,290,131	$	429,362

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the year ended December 31, 2020, revenues from health and wellness services are immaterial to the Company’s consolidated statements of operations and comprehensive income (loss). The Company did not earn any revenues from health and wellness services for the year ended December 31, 2019 and for the six months ended December 31, 2019.

Cost of revenue

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

F-47

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Shipping and handling

Shipping and handling charges amounted to $9,315 and $0 for the years ended December 31, 2020 and 2019, respectively. There was no shipping and handling charges for the six months ended December 31, 2019. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising costs

Advertising costs amounted to $14,339 and $0 for the years ended December 31, 2020 and 2019, respectively. There were no advertising costs for the six months ended December 31, 2019. Advertising costs are expensed as incurred and included in selling expenses.

Commission expenses

Commission expenses are the Company’s most significant 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 $830,659 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There were no commission expenses for the six months ended December 31, 2019.

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 $75,802 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There was no defined contribution plan expenses for the six months ended December 31, 2019.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

F-48

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income taxes for the years ended December 31, 2020 and 2019. No penalties and interest incurred related to underpayment of income taxes for the six months ended December 31, 2019.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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). Other comprehensive 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

Non-controlling interest mainly consists of approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals. 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. As of December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying consolidated financial statements.

F-49

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2020 and 2019, there were no dilutive shares. There was no dilutive shares for the six months ended December 31, 2019.

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 Income (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 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
	December 31, 2020		December 31, 2019
Period-end MYR : US$1 exchange rate		4.02		4.09
Period-end HKD : US$1 exchange rate		7.75		7.79

F-50

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
Period-average MYR : US$1 exchange rate		4.20		4.14		4.16
Period-average HKD : US$1 exchange rate		7.76		7.84		7.83

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

Effective July 1, 2019, 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 adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. There is no impact from the adoption of ASC 842 as of July 1, 2019, as the Company did not have any existing leases with a lease term in excess of twelve months on July 1, 2019.

F-51

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the adoption date of July 1, 2019 or the commencement date, whichever is earlier, 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.

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.

Recent accounting pronouncements

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

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

F-52

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its consolidated financial statements.

3. VARIABLE INTEREST ENTITY (“VIE”)

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

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:

	December 31, 2020
Current assets	$	48,717
Current liabilities		(53,573	)
Net deficit	$	(4,856	)

	December 31, 2020
Current asset:
Cash and cash equivalents	$	37,387
Prepaid taxes		11,330
Total current assets	$	48,717
Current liabilities:
Other payables and accrued liabilities	$	1,904
Other payables – intercompany		51,669
Total current liabilities	$	53,573

F-53

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3. VARIABLE INTEREST ENTITY (“VIE”) (CONT’D)

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

	For the Year Ended December 31, 2020
Operating revenues	$	346,907
Gross profit	$	4,442
Loss from operations	$	(10,752	)
Net loss	$	(24,014	)

4. BUSINESS COMBINATION

On May 8, 2020, the Company entered into a Share Exchange Agreement (“SPA”) 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 ASL, an entity incorporated in Malaysia. Pursuant to the SPA, as amended on July 1, 2020, Mr. How will receive an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the Consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) allotment and issuance of common stock of the Company. The Company shall allot and issue 176,547 shares of the Company’s common stock, par value $0.0001, representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020. As of December 31, 2020, the Company has issued all 176,547 shares of the Company’s common stock.

The Company’s acquisition of ASL was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of ASL based upon the carrying value of the identifiable assets acquired and liabilities assumed on April 1, 2020 as ASL was under the common control of Mr. How.

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities		2,301,330
Total net assets acquired		1,804,046

F-54

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. BUSINESS COMBINATION (CONT’D)

The following unaudited pro forma combined results of operations presents the Company’s financial results as if the acquisition of ASL had been completed on January 1, 2019. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that the Company would have recognized had we completed the transaction on January 1, 2019. Future results may vary significantly from the results in this pro forma information because of future events and transactions, as well as other factors.

	For the Year Ended			For the Year Ended			For the Six Months Ended
	December 31, 2020			December 31, 2019			December 31, 2019
Revenue	$	4,693,873		$	4,160,820		$	2,246,458
Cost of revenue		(875,708	)		(789,409	)		(479,410	)
Gross profit		3,818,165			3,371,411			1,767,048
Total operating expenses		(3,839,184	)		(5,081,917	)		(2,468,902	)
Income (loss) from operations		(21,019	)		(1,710,506	)		(701,854	)
Other income (expense), net		267,633			(384,304	)		(146,649	)
Income (loss) before income taxes		246,614			(2,094,810	)		(848,503	)
Benefit of (provision for) income taxes		(212,414	)		319,189			117,009
Net income (loss)	$	34,200		$	(1,775,621	)	$	(731,494	)
Net income (loss) per common share - basic and diluted		0.00			0.00			0.00
Weighted average number of common shares outstanding - basic and diluted	$	376,452,047		$	376,452,047		$	376,452,047

5. CASH AND CASH EQUIVALENTS

As of December 31, 2020, and 2019 the Company has $3,517,600 and $2,744,457, respectively, of cash and cash equivalents, which consists of $1,112,147 and $238,937, respectively, of cash in banks and $2,391,182 and $2,505,520, respectively, of time deposits placed with banks or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The effective interest rate for the time deposits ranges between 2.95% to 3.25% per annum.

F-55

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

6. ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE – RELATED PARTY

	As of December 31, 2020		As of December 31, 2019
Accounts receivable	$	172,757	$	-
Accounts receivable – related party		-		520,786
Total	$	172,757	$	520,786

7. INVENTORIES

Inventories consist of the following:

	As of December 31, 2020		As of December 31, 2019
Finished goods	$	589,814	$	-

8. PREPAYMENTS AND DEPOSITS

	As of December 31, 2020		As of December 31, 2019
Prepaid expenses	$	-	$	2,641
Receivables from sales distributors		35,302		-
Deposits to suppliers		261,068		266,552
Total	$	296,370	$	269,193

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer and office equipment	$	81,437		$	-
Furniture & fixtures		126,966			-
Leasehold improvements		210,496			-
Vehicle		102,564			-
Subtotal		521,463			-
Less: accumulated depreciation		(223,154	)		-
Total	$	298,309		$	-

Depreciation expense for the years ended December 31, 2020 and 2019 amounted to $55,407 and $- (unaudited), respectively. There was no depreciation expense for the six months ended December 31, 2019.

F-56

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

10. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer software	$	35,801		$	-
Less: accumulated amortization		(29,975	)		-
Total	$	5,826		$	-

Amortization expense for the years ended December 31, 2020 and 2019 amounted to $1,505 and $0 (unaudited), respectively. There was no amortization expense for the six months ended December 31, 2019.

11. INVESTMENT IN MARKETABLE SECURITIES

(i)	On May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $500,000 at a purchase price of $6 per share.
(ii)	On July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $125 at a purchase price of $6.2613 per share.
(iii)	On October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $1,000 at a purchase price of $0.03 per share.
(iv)	On November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss, Inc. for $76,671 at fair value of $11.50 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares
(v)	On December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss, Inc. for $83,315 at fair value of $5.00 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares.

	As of December 31, 2020		As of December 31, 2019
Cost of investment	$	66,484	$	134,166
Dividend income from Greenpro Capital Corp.		160,062		-
Unrealized holding gain (loss)		350,137		(68,391	)
Exchange rate effect		352		709
Investment in marketable securities	$	577,035	$	66,484

12. INVESTMENT IN NON-MARKETABLE SECURITIES

The Company invested in Unreserved Sdn Bhd with the investment amount of $863,592 (RM 3,500,000), which approximated 20% of the equity interest of Unreserved Sdn Bhd and is accounted for under the equity method of accounting. On March 10, 2019 Unreserved Sdn Bhd issued additional common stock for working capital. As the Company did not subscribe for the additional common stock, the Company’s equity interest in investee company was diluted from approximately 20.0% to approximately 17.86%. Effective from March 10, 2019, the Company discontinued equity accounting on the investee company. The Company also ceased control over the operations of the investee company on the same date. Accordingly, the investment in investee company was reclassified to investment in non-marketable securities.

F-57

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

12. INVESTMENT IN NON-MARKETABLE SECURITIES (CONT’D)

Unreserved Sdn Bhd was incorporated in Malaysia with 2,500,000 ordinary shares authorized, issued and outstanding. Mr. Lim Hun Soon @ David Lim and Ms. Aniza Helina Akmi Karim are the directors of Unreserved Sdn Bhd. Mr. How Kok Choong was a director of the company from April 30, 2018 to March 27, 2019.

On March 3, 2020, the Company agreed to sell the 17.86% ownership interest in Unreserved Sdn Bhd at the December 31, 2019 carrying value of $730,637 to Mr. How Kok Choong, the CEO and director of the Company. The Company received proceeds of $70,173, and had an amount due from director of $660,464 at March 31, 2020. In May 2020, the entire outstanding balance was settled as part of the consideration in a transaction which the Company had acquired the CEO’s ownership interest of Agape Superior Living Sdn. Bhd.

On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. for $1,500 at purchase price of $0.0001 per share.

Unreserved Sdn Bhd	As of December 31, 2020			As of December 31, 2019
Investment in non-marketable securities	$	730,637		$	730,637
Less: Sale of investment in non-marketable securities		(730,637	)		-
Investment in non-marketable securities	$	-		$	730,637
Phoenix Plus Corporation
Cost of investment	$	1,500		$	1,500
Total investment in non-marketable securities	$	1,500		$	732,137

13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31, 2020		As of December 31, 2019
Professional fees	$	297,636	$	58,594
Promotion expenses		37,433		-
Payroll		23,976		-
Commission		224,711		-
Others		63,921		18,652
Total	$	647,677	$	77,246

F-58

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS

Related party balances

Accounts receivable – related party

Name of Related Party	Relationship	Nature		As of December 31, 2020		As of December 31, 2019
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	520,786
Total				$	-	$	520,786

Amount due from related parties

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,227	$	2,217
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		996		-
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		12		-
Total			$	3,235	$	2,217

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Mr. How Kok Choong	CEO and director of the Company	Acquisition payment of ASL and expenses paid for the Company	$	-	$	3,952
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing Label fees		455		-
Total			$	455	$	3,952

F-59

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Related party transactions

Revenue

Name of Related Party	Relationship	Nature		For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
						(Unaudited)
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	1,268,670	$	429,362
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL		Sales of products		18,060		21,461		-
Total				$	18,060	$	1,290,131	$	429,362

Other income

Name of Related Party	Relationship	Nature	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
					(Unaudited)
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,881	$	-	$	-
Total			$	2,881	$	-	$	-

F-60

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

15. STOCKHOLDERS’ EQUITY

Preferred stock

As of December 31, 2020, and 2019, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of December 31, 2020, and 2019, there were 1,000,000,000 common stocks authorized, 376,452,047 and 376,275,500 shares issued and outstanding, respectively.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of December 31, 2020 and 2019.

Non-controlling interest

As of December 31, 2020, and for the year ended December 31, 2020, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying consolidated financial statements.

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
Tax jurisdictions from:
- U.S.	$	(735,159	)	$	(321,808	)	$	(279,476	)
- Foreign – Malaysia		1,070,806			38,625			(4,174	)
- Foreign – Hong Kong		180,700			(439,909	)		(55,281	)
Income (loss) before income taxes	$	516,347		$	(723,092	)	$	(338,931	)

F-61

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

The (provision for) benefit of income taxes consisted of the following:

	For the Years Ended December 31,					For the Six Months Ended December 31,
	2020			2019		2019
				(Unaudited)
Current:
- U.S.	$	-		$	-	$	-
- Foreign		16,748			6,965		-
Deferred:
- U.S.		-			-		-
- Foreign		(178,329	)		-		-
(Provision for) benefit of income taxes	$	(161,581	)	$	6,965	$	-

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 taxes rates. The Company and its subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

During the year ended December 31, 2020, the Company’s foreign subsidiaries generated approximately $636,000 taxable income that are subject to Subpart F tax and GILTI tax. The Company has fully utilized approximately $636,000 NOL resulted in tax benefit of approximately $134,000 for the year ended December 31, 2020. The Company did not generate any foreign taxable incomes subject to GILTI tax for the year ended December 31, 2019.

As of December 31, 2020 and 2019, the operations in the United States of America incurred approximately $313,000 and $213,000, respectively, of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $10,000 and $24,000 of the net operating loss carry forwards will expire in 2027 and 2028, respectively, if unutilized. The remaining balance can be carried forward indefinitely. The deferred tax valuation allowance as of December 31, 2020 and 2019 were approximately $66,000 and $43,000, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation does not maintain a permanent establishment in Labuan, the company is subject to tax at 24% on its net audited profit until such a time it satisfies the said requirements.

F-62

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings 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 24% enterprise income taxes rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the year ended December 31, 2020 and RM 500,000 (or approximately $125,000) income for the six months and year ended December 31, 2019, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

	For the years ended							For the six months ended
	December 31,							December 31,
	2020				2019			2019
					(Unaudited)
U.S. statutory rate		21.0	%			21.0	%		21.0	%
Valuation allowance		(4.0	)%			(21.0	)%		(21.0	)%
Differential tax rate in Malaysia		3.0	%			0.0	%		0.0	%
Permanent difference		11.3	%	(1)		1.0	%		0.0	%
Effective tax rate		31.3	%			1.0	%		0.0	%

(1) 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of December 31, 2020			As of December 31, 2019
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	65,648		$	43,410
Net operating loss carry forwards in Malaysia		62,678			-
Less: valuation allowance		(65,648	)		(43,410	)
Deferred tax liabilities:
Depreciation		(68,421	)		-
Deferred tax liabilities, net	$	(5,743	)	$	-

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 December 31, 2020, and 2019, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended December 31, 2020 and 2019.

F-63

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the year ended December 31, 2020, no customer accounted for 10% or more of the Company’s total revenues. For the year ended December 31, 2019, one related party customer accounted for approximately 98.3% of the Company’s total revenues. For the six months ended December 31, 2019, one related party customer accounted for approximately 100.0% of the Company’s total revenues.

As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the total balance of accounts receivable. As of December 31, 2019, one related party customer accounted for 100.0% of the total balance of accounts receivable.

(b) Major vendors

For the year ended December 31, 2020, two vendors accounted for approximately 74.1% and 25.9% of the Company’s total purchases. In November and December 2020, the Company received dividend of 23,330 shares of common stock of DSwiss, Inc., represents approximately 0.01% ownership that the Company accounted for as investment in marketable securities (See Note 11). Dswiss, Inc.’s wholly owned subsidiary is the vendor that accounted for the Company’s total purchases of 74.1% for the year ended December 31, 2020. For the year ended December 31, 2019, two vendors accounted for approximately 60.1% and 39.9% of the Company’s total purchases, respectively. For the six months ended December 31, 2019, two vendors accounted for approximately 59% and 41% of the Company’s total purchases, respectively.

There are no accounts payable balance as of December 31, 2020. As of December 31, 2019, one vendor accounted for 100% of the total balance of accounts payable.

(c) Commission Expenses to Sales Distributors and Stockists

For the year ended December 31, 2020, no sales distributor accounted for 10% or more of the Company’s total commission expense.

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2020, and 2019, $1,112,147 and $238,937 were deposited with financial institutions, respectively, $563,788 and $0 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

F-64

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES

Lease commitments

On April 1, 2020, the Company adopted ASC 842 for ASL’s office space lease and sales and training center as the lease commencement date upon the acquisition of ASL. The Company recognized lease liabilities of approximately $506,000, with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate. The weighted remaining term of the lease is approximately 2.54 years.

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending December 31,	Operating lease liabilities
2021	$	172,191
2022		168,890
2023		83,259
Thereafter		-
Total lease payments		424,340
Less: interest		(28,576	)
Present value of lease liabilities	$	395,764

The Company also leases one distribution center and one employee apartments with an expiring term of twelve months or fewer, which were classified as operating 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 selected not to recognize lease assets and liabilities on these leases. As of December 31, 2020, the Company’s commitment for minimum lease payments under these operating leases within the next twelve months are $4,654.

Rent expense for the years ended December 31, 2020 and 2019 was $156,716 and $53,594 (unaudited), respectively. Rent expense for the six months ended December 31, 2019 $26,828.

Purchase commitments

The total future minimum purchase commitment under a non-cancellable purchase contract as of December 31, 2020 for the next five years and thereafter is as follows:

Twelve months ending December 31,	Minimum purchase
2021	$	693,900
2022		693,900
2023		693,900
2024		693,900
2025		693,900
Thereafter		1,387,800
Total minimum purchase commitments required	$	4,857,300

As of the date of this report, the Company’s vendor is not able to meet the Company’s minimum purchase commitment of the health and wellness products due to the manufacturing process was being delayed by its vendor.

F-65

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES (CONT’D)

Contingencies

Legal

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

COVID-19

Since the declaration of the COVID-19 a pandemic on March 11, 2020, by the World Health Organization or WHO, Malaysia has been put through various stages of lockdowns such as (1) full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory, (2) MCO were eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia and (3) CMCO were further relaxed to Recovery Movement Control Order (“RMCO”). On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. February 2021 marked a significant month for Malaysia as all frontline staff of the country, which comprised those in healthcare, police, the Volunteers Department of Malaysia, the Fire and Rescue Department of Malaysia and civil defence sectors were vaccinated. On February 16, 2021, Prime Minister, Tan Sri Muhyiddin Yassin announced that a National COVID-19 Immunisation Plan will be implemented for one year after February 2021, which 80% of the Malaysia population will be vaccinated to achieve herd immunization. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO. As at the date of this report, over 450,000 doses of the COVID-19 vaccines have been administered in the country.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of the Company’s customers or suspension supplies may negatively affected, and could continue to negatively affect, the demand for the Company’s product;

● the Company may have to provide significant sales incentives to its customers during the outbreak, which may in turn materially adversely affect its financial condition and operating results; and

any disruption of the Company’s supply chain, logistics providers or customers could adversely impact its business and results of operations, including causing the Company or its suppliers to cease manufacturing for a period of time or materially delay delivery to its customers, which may also lead to loss of its customers.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that the Company’s total revenues will grow or remain at the similar level year over year in 2021.

19. SUBSEQUENT EVENTS

On January 25, 2021, the Company and the shareholders (the “Sellers”) of DSY Wellness & Longevity Center Sdn. Bhd. and DSY Medical Education Sdn. Bhd. entered into a non-binding Letter of Intent (“LOI”) for the acquisition of 51% of the issued and outstanding capital stock of DSY Wellness & Longevity Center Sdn. Bhd. and DSY Medical Education Sdn. Bhd. (the “Target Shares”). After execution of this LOI, both parties shall proceed in good faith to complete the negotiation and execution of the definitive transaction documents. Subject to the terms and conditions of the definitive transaction documents, the Company will issue and allot its common stock to the Sellers and the Company will purchase the Target Shares. Except for the provisions with regards to confidentiality, term of validity, no binding agreement, applicable law and arbitration, and miscellaneous, the LOI is not legally binding on the parties. Any conclusion of definitive transaction documents by the Company related to such transaction will be subject to the approval of the Board of Directors or other approval requirements, if applicable.

On February 1, 2021, Mr. How Kok Choong, the CEO and director of the Company, is appointed as the non-executive Chairman of Vettons Sdn Bhd. (“Vettons”), an e-commerce company. As of December 31, 2020, the Company has accounts receivable of $172,757 from Vettons, representing 100% of our accounts receivable.

F-66

AGAPE SUPERIOR LIVING SDN. BHD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2020			2019
ASSETS
Current assets
Cash	$	1,206,493		$	1,030,829
Other receivables		33,210			34,672
Other receivables - related parties		219,121			233,942
Inventories		616,880			552,901
Prepaid taxes		1,206,821			1,181,963
Prepayments and other assets		318,267			484,880
Total current assets		3,600,792			3,519,187
Other assets
Property and equipment, net		325,648			364,604
Intangible assets, net		6,686			7,592
Deferred taxes asset, net		172,250			234,797
Total other assets		504,584			606,993
Total assets	$	4,105,376		$	4,126,180
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628		$	520,786
Customer deposits		1,600,606			1,632,747
Other payables and accrued liabilities		209,096			252,902
Other payables - related parties		-			12,104
Total current liabilities		2,301,330			2,418,539
Total liabilities		2,301,330			2,418,539
Commitments and contingencies
Shareholders’ equity
*Ordinary shares, no par value, 9,590,598 shares issued and outstanding as of March 31, 2020 and December 31, 2019		2,372,008			2,372,008
Accumulated deficit		(542,428	)		(740,004	)
Accumulated other comprehensive (loss) income		(25,534	)		75,637
Total shareholders’ equity		1,804,046			1,707,641
Total liabilities and shareholders’ equity	$	4,105,376		$	4,126,180

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

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

F-67

AGAPE SUPERIOR LIVING SDN. BHD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended
	March 31,
	2020			2019
Net revenues	$	1,241,252		$	1,214,600
Cost of revenues		111,489			203,838
Gross profit		1,129,763			1,010,762
Operating expenses
Selling expenses		148,472			400,971
Commission expenses		411,266			601,205
General and administrative expenses		325,029			313,170
Total operating expenses		884,767			1,315,346
Income (loss) from operations		244,996			(304,584	)
Other income (expenses)
Interest income		725			1,160
Other income (expenses), net		2,688			(5,933	)
Total other income (expenses), net		3,413			(4,773	)
Income (loss) before income taxes		248,409			(309,357	)
Provision for (benefits of) income taxes		50,833			(57,232	)
Net income (loss)		197,576			(252,125	)
Foreign currency translation adjustment		(101,171	)		2,460
Comprehensive income (loss)	$	96,405		$	(249,665	)
Earnings (loss) per share
Basic and diluted	$	0.02		$	(0.17	)
Weighted average number of ordinary shares outstanding
Basic and diluted		9,590,598			1,500,000

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

F-68

AGAPE SUPERIOR LIVING SDN. BHD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	For the Three Months ended March 31,2019
								Accumulated
	Ordinary Shares							Other
	Shares		Share Capital		Retained Earnings			Comprehensive Income		Total
BALANCE, December 31, 2018		1,500,000	$	394,737	$	319,490		$	81,108	$	795,335
Net loss		-		-		(252,125	)		-		(252,125	)
Foreign currency translation adjustment		-		-		-			9,555		9,555
BALANCE, March 31, 2019		1,500,000	$	394,737	$	67,365		$	90,663	$	552,765

	For the Three Months ended March 31,2020
								Accumulated
	Ordinary Shares							Other
	Shares		Share Capital		Accumulated Deficit			Comprehensive Income			Total
BALANCE, December 31, 2019		9,590,598	$	2,372,008	$	(740,004	)	$	75,637		$	1,707,641
Net income		-		-		197,576			-			197,576
Foreign currency translation adjustment		-		-		-			(101,171	)		(101,171	)
BALANCE, March 31, 2020		9,590,598	$	2,372,008	$	(542,428	)	$	(25,534	)	$	1,804,046

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

F-69

AGAPE SUPERIOR LIVING SDN. BHD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	March 31,
	2020			2019
Cash flows from operating activities
Net income (loss)	$	197,576		$	(252,125	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation		19,820			21,257
Amortization		494			1,621
Deferred taxes (benefit) provision		50,833			(57,232	)
Loss on disposal of equipment		(739	)		-
Change in operating assets and liabilities
Accounts receivable		356			(28,520	)
Other receivables		(849	)		-
Inventories		(97,687	)		(243,106	)
Prepaid taxes		(93,672	)		(421,370	)
Prepayments and other assets		143,509			(49,875	)
Prepayment - related party		-			217,163
Accounts payable - related party		-			187,418
Customer deposits		60,990			(352,708	)
Other payables and accrued liabilities		(30,505	)		(93,034	)
Other payables - related parties		(11,757	)		-
Net cash provided by (used in) operating activities		238,369			(1,070,511	)
Cash flows from investing activities
Purchases of equipment		-			(760	)
Net cash used in investing activities		-			(760	)
Cash flows from financing activities
Repayments from related parties		1,773			37,244
Loans from related parties		-			485,526
Net cash provided by financing activities		1,773			522,770
Effect of exchange rate on cash		(64,478	)		18,512
Net change in cash		175,664			(529,989	)
Cash, beginning of period		1,030,829			1,544,525
Cash, end of period	$	1,206,493		$	1,014,536
Supplemental cash flows information:
Income taxes paid	$	93,672		$	123,892
Interest paid	$	-		$	-

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

F-70

AGAPE SUPERIOR LIVING SDN. BHD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 - NATURE OF BUSINESS AND ORGANIZATION

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

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

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

Business Overview

AGAPE Superior Living Sdn. Bhd. is a network marketing company specializing in healthcare products and focusing on improving people’s health and wellbeing that has been in existence in Malaysia for the past 15 years.

The Company’s advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of proper nutrition and advice from skilled nutritionists and/or dieticians.

The Company’s ATP Zeta Health Program is a health program designed to promote health and general wellbeing also to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity in its customers through a combination of proper nutrition and advice from skilled dieticians as well as trained members and distributors. The ATP Zeta Super Health Program consists of eight products. None of these products are owned or produced by the Company. In the event that any of these products are no longer produced, or are otherwise unavailable, the Company may have to devote significant effort to identifying and obtaining comparable replacement products. The eight products that comprise the ATP Zeta Super Health Program are ATP1s Survivor Select, ATP2 Energized Mineral Concentrate, ATP3 Ionized Cal-Mag, ATP4 Omega Blend, ATP5 BetaMaxx, AGN-Vege Fruit Fiber, AGP1-Iron and YFA-Young Formula.

The Company’s ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The Company’s BEAUNIQUE product series focuses on the research of diet’s impact on modifying gene expressions to address genetic variations and deliver a nutrigenomic solution for every individual.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. Therefore, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2019 and 2018.

F-71

Principles of Consolidation

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

Use of Estimates and Assumptions

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, and allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates.

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

● Level 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.

Foreign Currency Translation and Transaction

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

Translation adjustments included in accumulated other comprehensive (loss) income amounted to $(25,534) and $75,637 as of March 31, 2020 and December 31, 2019, respectively. The balance sheet amounts, with the exception of shareholders’ equity at March 31, 2020 and December 31, 2019 were translated at 4.33 RM and 4.09 RM to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of operations and comprehensive income (loss) accounts for the three months ended March 31, 2020 and 2019 were 4.21 RM and 4.08 RM to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

F-72

Cash

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

Inventories

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

Prepaid Taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

Prepayments and Other Assets

Prepayments and other assets are cash deposited or advanced to outside vendors and service providers for future inventory purchases and future services to be provided. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be utilized, collected or refunded, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2020 and December 31, 2019, there is no allowance for the doubtful accounts.

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:

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

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

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	5 years

F-73

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 March 31, 2020 and December 31, 2019, no impairment of long-lived assets was recognized.

Customer Deposits

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilized the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended March 31, 2020 and 2019, the Company recognized $25,836 and $0, respectively, as forfeited coupon income.

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As of March 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $1,420,392 which is expected to fulfill within 12 months from March 31, 2020.

Disaggregated information of revenues by products are as follows:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Survivor Select	$	150,120	$	23,382
Energized Mineral Concentrate		133,529		111,899
Ionized Cal-Mag		39,353		13,912
Omega Blend		299,007		385,001
BetaMaxx		165,187		42,549
Vege Fruit Fiber		66,286		23,520
Iron		6,810		-
Young Formula		30,093		213,300
Organic Youth Care Cleansing Bar		19,304		53,747
Mitogize		111,632		58,060
No. 1 MED		66,156		102,348
Energetique		139,604		-
Trim+		14,171		186,882
Total revenues	$	1,241,252	$	1,214,600

Cost of Revenues

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

Shipping and Handling

Shipping and handling charges amounted to $931 and $6,276 for the three months ended March 31, 2020 and 2019, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising Costs

Advertising costs amounted to $23,740 and $49,232 for the three months ended March 31, 2020 and 2019, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Commission Expenses

Commission expenses are the Company’s most significant 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 $411,266 and $601,205 for the three months ended March 31, 2020 and 2019, respectively.

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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 $26,033 and $35,894 for the three months ended March 31, 2020 and 2019, respectively.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

Operating Leases

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

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the three months ended March 31, 2020 and 2019. The tax returns filed in 2017 to 2019 are subject to examination by any applicable tax authorities

Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). 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.

Related Parties

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

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Earnings (Loss) Per Share

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

3 – VARIABLE INTEREST ENTITY (“VIE”)

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

a.	The 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 unaudited condensed financial statements.

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

	March 31, 2020			December 31, 2019
Current assets	$	514,203		$	572,469
Current liabilities		(495,419	)		(547,627	)
Net assets	$	18,784		$	24,842

	March 31, 2020		December 31, 2019
Current liabilities:
Accounts payable	$	491,628	$	520,786
Other payables and accrued liabilities		3,408		4,896
Other payables - related party		346		993
Customer deposits		-		20,912
Taxes payable		37		40
Total current liabilities	$	495,419	$	547,627

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

	For the Three Months Ended March 31, 2020			For the Three Months Ended March 31, 2019
Operating revenues	$	9,581		$	448,401
Gross profit (loss)	$	190		$	(1,755	)
Loss from operations	$	(4,770	)	$	(7,133	)
Net loss	$	(4,803	)	$	(14,168	)

4 – INVENTORIES

Inventories consist of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	616,880	$	552,901

5 – PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consist of the following:

	March 31, 2020		December 31, 2019
Deposits to suppliers	$	274,558	$	396,731
Deposits to service providers		43,709		88,149
Total	$	318,267	$	484,880

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6 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	March 31, 2020			December 31, 2019
Computer equipment	$	70,895		$	91,696
Office equipment, furniture & fixtures		117,691			143,938
Leasehold improvements		195,117			210,472
Vehicle		95,071			100,709
Subtotal		478,774			546,815
Less: accumulated depreciation		(153,126	)		(182,211	)
Total	$	325,648		$	364,604

Depreciation expense for the three months ended March 31, 2020 and 2019 amounted to $19,820 and $21,257, respectively.

7 – INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	March 31, 2020			December 31, 2019
Computer software	$	33,012		$	139,798
Less: accumulated amortization		(26,326	)		(132,206	)
Total	$	6,686		$	7,592

Amortization expense for the three months ended March 31, 2020 and 2019 amounted to $494 and $1,621, respectively.

8 – OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	March 31, 2020		December 31, 2019
Payables to non-trade vendors and service providers	$	209,096	$	252,902

9 – RELATED PARTY BALANCES AND TRANSACTIONS

Other Receivable – Related Parties

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Singapore	Mr. How Kok Choong, the CEO and director of the Company	Fees paid for Agape Singapore	$	9,994	$	10,586
How Academy Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to How Academy for business operational expenses		21,716		23,004
Redboy Picture Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to Redboy for business operational expenses		123,019		132,141
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to TH3 for business operational expenses		64,392		68,211
Total			$	219,121	$	233,942

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Accounts Payable - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchase	$	491,628	$	520,786
Total			$	491,628	$	520,786

Other Payables - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Superior Living Pty Ltd, Taiwan	Mr. How Kok Choong, the CEO and director of the Company	Printing of product label expenses	$	-	$	12,104
Total			$	-	$	12,104

Purchases

Name of Related Party	Relationship	Nature	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchases	$	-	$	464,297
Total			$	-	$	464,297

10 – TAXES

Income Tax

Agape Superior Living Sdn Bhd and Agape S.E.A. are governed by the income tax laws of Malaysia and the income tax 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 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) and RM 500,000 (or approximately $125,000) income for the three months ended March 31, 2020 and 2019, respectively, with the remaining balance being taxed at the 24% rate.

Tax savings amounted to $9,971 and $0 for the three months ended March 31, 2020 and 2019, respectively.

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

	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Current	$	-	$	-
Deferred		50,833		(57,232	)
Provision (benefit) for income taxes	$	50,833	$	(57,232	)

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

	As of March 31,			As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carry forwards	$	196,494		$	260,479
Deferred tax liabilities:
Deprecation		(24,244	)		(25,682	)
Deferred tax assets, net	$	172,250		$	234,797

As of March 31, 2020, the Company has a net operating loss (“NOL”) of approximately $0.9 million which may reduce future taxable income. The NOL will expire in 2026.

The following table contains the detail of prepaid taxes:

	As of March 31, 2020		As of December 31, 2019
Prepaid income taxes	$	1,198,475	$	1,173,122
Prepaid GST taxes		8,346		8,841
Total	$	1,206,821	$	1,181,963

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 March 31, 2020 and December 31, 2019, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incurred interest and penalties tax for the three months ended March 31, 2020 and 2019.

11 – CONCENTRATION OF RISK

(a) Major customers

For the three months ended March 31, 2020 and 2019, no major customer accounted for 10% or more of the company’s total sales.

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(b) Major vendors

For the three ended March 31, 2020, one vendor accounted for 97.9% of the company’s total purchases. For the three months ended March 31, 2019, one related party vendor accounted for approximately 97.0% of the Company’s total purchases.

As of March 31, 2020 and December 31, 2019, one related party vendor accounted for 100% of the total balance of accounts payable.

(c) Commission Expenses to Sales Distributors and Stockists

For the three months ended March 31, 2020, one sales distributor accounted for approximately 13.5% of the Company’s total commission expense. For the three months ended March 31, 2019, no sales distributor accounted for 10% or more of the Company’s total commission expense.

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of March 31, 2020 and December 31, 2019, $1,156,543 and $858,592 were deposited with financial institutions located in Malaysia, respectively, $983,512 and $651,418 of these balances are over the Perbadanan Insurans Deposit Malaysia (PIDM) limit and not covered by insurance as PIDM insures each depositor per each member bank up to RM 250,000 (approximately $62,000) if the bank with which an individual/a company hold its eligible deposit fails. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

(e) Exchange rate risk

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

12 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company has entered into five non-cancellable operating lease agreements for one office space, one sales and training center, two distribution centers and one employee apartment. The Company’s commitment for minimum lease payments under these operating leases as of March 31, 2020 for the next five years is as follow:

Twelve Months Ending March 31,	Minimum Lease Payment
2021	$	164,745
2022		158,981
2023		156,551
2024		38,038
Thereafter		-
Total minimum payments required	$	518,315

Rent expense for the three months ended March 31, 2020 and 2019 was $44,338 and $43,982, respectively.

Contingencies

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

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13 – SUBSEQUENT EVENTS

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in Malaysia subsequent to March 31, 2020. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Malaysia economies and, as such, the Company is unable to determine if it will have a material impact to its operations.

On May 8, 2020, Mr. How Kok Choong, an approximately 99.99% equity interest owner of the Company, entered into a Share Exchange Agreement with Agape ATP Corporation (“AATP”), a Nevada corporation, which Mr. How Kok Choong is the CEO and director, to sell 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest of the Company. The selling consideration represented the approximate net asset carrying value of the Company as of March 31, 2020 of $1,714,003 based on the Company’s internal unadjusted financial statements. The payment of $656,495 were net against Mr. How Kok Choong’s payable to Agape ATP Corporation as of March 31, 2020 and the remaining payment of $1,057,508 were paid in Agape ATP Corporation’s common stock. As a result of the transaction, the Company became approximately 99.99% owned subsidiary of Agape ATP Corporation.

In June 2020, the Company made certain adjustments to its March 31, 2020 financial statements, As a result, the net assets carrying value increased by $90,043. On July 1, 2020, AATP entered into an amendment to the May 8, 2020 Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company, to issue additional 13,853 shares of AATP, valued at $90,043 based on the closing price of $6.50 of AATP at March 31, 2020.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Agape Superior Living Sdn. Bhd.

Opinion on the Consolidated Financial Statements

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

Basis for Opinion

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

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

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

/s/ Friedman LLP

We have served as the Company’s auditor since 2019

New York, New York

April 30, 2020

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AGAPE SUPERIOR LIVING SDN. BHD.

CONSOLIDATED BALANCE SHEETS

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

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

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

F-86

AGAPE SUPERIOR LIVING SDN. BHD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

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

F-87

AGAPE SUPERIOR LIVING SDN. BHD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

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

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AGAPE SUPERIOR LIVING SDN. BHD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

F-89

AGAPE SUPERIOR LIVING SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - NATURE OF BUSINESS AND ORGANIZATION

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

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

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

Business Overview

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

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

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Use of Estimates and Assumptions

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

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

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

The three levels are defined as follow:

● Level 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.

Foreign Currency Translation and Transaction

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

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

Cash

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

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Inventories

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

Prepaid Taxes

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

Prepayments and Other Assets

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

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:

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

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

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	5 years

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 December 31, 2019 and 2018, no impairment of long-lived assets was recognized.

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Customer Deposits

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

Revenue Recognition

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

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

F-93

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

Disaggregated information of revenues by products are as follows:

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

Cost of Revenues

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

Shipping and Handling

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

Advertising Costs

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

Commission Expenses

Commission expenses are the Company’s most significant 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. The Company also pays commissions to “stockists” who act as sales agents. Stockists only entitle to a straight commission and no sales network members working under them. Commission expenses amounted to $1,611,172 and $7,045,419 for the years ended December 31, 2019 and 2018, respectively.

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 $129,669 and $92,022 for the years ended December 31, 2019 and 2018, respectively.

F-94

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% or 13% based on employee’s monthly salary above or below RM 5,000;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

Operating Leases

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

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

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

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

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

Comprehensive Income (Loss)

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

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Related Parties

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

Earnings (Loss) Per Share

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

3 - VARIABLE INTEREST ENTITY (“VIE”)

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

a.	The 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.

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

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

	December 31, 2019			December 31, 2018
Current assets	$	572,469		$	243,766
Current liabilities		(547,627	)		(216,187	)
Net assets	$	24,842		$	27,579

	December 31, 2019		December 31, 2018
Current liabilities:
Accounts payable	$	520,786	$	-
Other payables and accrued liabilities		4,896		978
Other payables - related party		993		984
Customer deposits		20,912		214,199
Taxes payable		40		26
Total current liabilities	$	547,627	$	216,187

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

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

4- INVENTORIES

Inventories consist of the following:

	December 31, 2019		December 31, 2018
Finished goods	$	552,901	$	137,553

5 - PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consist of the following:

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

F-98

6 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

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

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

7 - INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

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

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

8 - OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	December 31, 2019		December 31, 2018
Payables to non-trade vendors and service providers	$	252,902	$	968,547

9- RELATED PARTY BALANCES AND TRANSACTIONS

Other receivable – related parties

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

F-99

Other Receivable – Related Parties (Continued)

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

Prepayment - Related Party

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

Accounts Payable - Related Party

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

Other Payables - Related Parties

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

F-100

Purchases

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

10 - TAXES

Income Tax

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

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

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

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

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

	For the year ended December 31, 2019			For the year ended December 31, 2018
Statutory rate		24.0	%		24.0	%
Preferential tax rate reduction		(0.8	)%		(0.3	)%
Permanent difference		(0.4	)%		(0.5	)%
Effective tax rate		22.8	%		23.2	%

F-101

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

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

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

The following table contains the detail of prepaid taxes:

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

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 December 31, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incurred interest and penalties tax for the years ended December 31, 2019 and 2018.

11 - CONCENTRATION OF RISK

(a) Major Customers

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

(b) Major Vendors

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

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

(c) Commission Expenses to Sales Distributors and Stockists

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

(d) Credit risk

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

F-102

(e) Exchange rate risk

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

12 - SHAREHOLDERS’ EQUITY

Dividends

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

Capital Contributions

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

13 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

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

Contingencies

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

14 - SUBSEQUENT EVENTS

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

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

F-103

AGAPE ATP CORPORATION

$[           ] of Shares of Common Stock

PROSPECTUS

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these securities.

Until            , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter with respect to their unsold subscriptions.

The date of this prospectus is              , 2021

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2021

PRELIMINARY PROSPECTUS

Agape ATP Corporation

[                ] Shares of Common Stock

This prospectus relates to the resale of [                ] shares of our common stock by the selling stockholders named in this prospectus.

We are a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended. Our common stock is currently quoted on the OTC Markets – Pink Sheets, operated by OTC Markets Group, under the symbol “AATP.” The last reported sale price of our common stock on the OTC Markets – Pink Sheets on September 21, 2021 was $8.00 per share. There is a limited public trading market for our common stock. We are applying to list our common stock on the [NASDAQ Capital Market (“NASDAQ”)/New York Stock Exchange (“NYSE”)] under the symbol “AATP.”

Investing in our securities involves risks. You should carefully consider the risk factors beginning on page 11 of this prospectus and set forth in the documents incorporated by reference herein before making any decision to invest in our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this registration statement. Any representation to the contrary is a criminal offense.

The date of this prospectus is       , 2021

SS-1

THE OFFERING

Common stock offered by us:	0 shares
Common Stock offered by the selling stockholders	[                   ] shares
Common stock outstanding before the offering:	376,452,047 shares of common stock as of June 30, 2021
Common stock to be outstanding after the offering:	376,452,047 shares (1)
Use of proceeds:	We will not receive any of the proceeds from the sale of the common stock by the selling stockholders named in this prospectus.

(1) Assumes no issuance by us of our common stock pursuant to the public offering prospectus filed contemporaneously herewith.

SS-2

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.

SS-3

SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number of shares of common stock owned by each selling stockholder immediately prior to the date of this prospectus and the number of shares to be offered by the selling stockholder pursuant to this prospectus. The table also provides information regarding the beneficial ownership of our common stock by the Selling Stockholder as adjusted to reflect the assumed sale of all of the shares offered under this prospectus.

Percentage of beneficial ownership before this offering is based on 376,452,047 shares of our common stock outstanding as June 30, 2021. Beneficial ownership is based on information furnished by the selling stockholders. Unless otherwise indicated and subject to community property laws where applicable, the selling stockholder named in the following table has, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by him.

None of the selling stockholders has had any position, office or other material relationship within past three years with the Company. None of the selling stockholders is a broker dealer or an affiliate of a broker dealer. None of the selling stockholders has an agreement or understanding to distribute any of the shares being registered. Each selling stockholder may offer for sale from time to time any or all of the shares, subject to the lock up agreements described in the “Selling Stockholder Plan of Distribution.” The table below assumes that the selling shareholders will sell all of the shares offered for sale hereby. A selling stockholder is under no obligation to sell any shares pursuant to this prospectus.

Name of Selling Stockholder	Share Beneficially Owned Prior to Offering		Maximum Number of Shares to be Sold		Number of Shares Owned after Offering		Percentage Ownership After Offering (%)
HOW KOK CHOONG		[*]		[*]		[*]		[*]
HKC TALENT LIMITED		[*]		[*]		[*]		[*]
HKC HOLDINGS SDN. BHD.		[*]		[*]		[*]		[*]
GREENPRO ASIA STRATEGIC SPC - GREENPRO ASIA STRATEGIC FUND SP		[*]		[*]		[*]		[*]
GREENPRO VENTURE CAPITAL LIMITED		[*]		[*]		[*]		[*]
SEOK TIN KHOR		2,006,000		2,006,000		-		0.00
ADAM PASHOLK		1,700,000		1,700,000		-		0.00
YUEN FOONG HEW		1,310,000		1,310,000		-		0.00
CHUEN MUN SEW		1,080,000		1,080,000		-		0.00
KOCK YONG SIOW		1,074,347		1,074,347		-		0.00
SING YIN GAN		969,000		969,000		-		0.00
WAI CHOO SEW		884,000		884,000		-		0.00
HARN YI HU		682,000		682,000		-		0.00
JEN JIANG TEO		593,000		593,000		-		0.00
PEK CHING LEONG		555,000		555,000		-		0.00
SHIUH CHOENG OOI		490,000		490,000		-		0.00
KWAI FAH MOOK		451,000		451,000		-		0.00
LEE MEE TAN		441,000		441,000		-		0.00
YEE YEN CHAI		430,000		430,000		-		0.00
SHEUE YUEN BEH		375,000		375,000		-		0.00
BEE KIM SER		350,000		350,000		-		0.00
FOOK SENG YONG		350,000		350,000		-		0.00
LAY YEN KENG		342,500		342,500		-		0.00
WENG ONN CHOO		330,000		330,000		-		0.00
SIAW WEI TEH		317,500		317,500		-		0.00
KOCK LEONG SIOW		317,000		317,000		-		0.00
LAI KHUANG TANG		311,000		311,000		-		0.00
SIEW GIM LAW		310,000		310,000		-		0.00
POI CHIN WONG		310,000		310,000		-		0.00
YIT KEONG CHIN		310,000		310,000		-		0.00
YEW SENG TAN		300,000		300,000		-		0.00
YONG LEONG KENG		285,000		285,000		-		0.00
MEI MEI KOR		280,000		280,000		-		0.00
WAI PENG SEW		265,000		265,000		-		0.00
MUN FONG CHEAH		250,000		250,000		-		0.00
WEI TONG CHEE		250,000		250,000		-		0.00
PEK FEN LEONG		245,000		245,000		-		0.00
TZY THENG OOI		245,000		245,000		-		0.00
LI CHENG SOOI		243,000		243,000		-		0.00
SOON PENG LEONG		240,000		240,000		-		0.00
KIM YOON YONG		235,000		235,000		-		0.00
LEE ENG TAN		235,000		235,000		-		0.00
KING HONG KEE		230,000		230,000		-		0.00
BEE KIM LAU		230,000		230,000		-		0.00
EWE BOEY TEH		222,500		222,500		-		0.00
SOONG FEI YONG		216,000		216,000		-		0.00
LAY HIONG CHAN		215,000		215,000		-		0.00
WAI HOONG LAM		215,000		215,000		-		0.00
HENG HONG GAN		210,000		210,000		-		0.00

SS-4

LAY SAM LEE	207,000	207,000	-	0.00
MEE CHON CHAI	205,000	205,000	-	0.00
CHIUN YIN LAI	204,000	204,000	-	0.00
BRANDON KHAI LI YEO	203,154	203,154	-	0.00
JIN YOONG LIONG	200,000	200,000	-	0.00
YAW CHONG LAW	200,000	200,000	-	0.00
YAW HONG LAW	200,000	200,000	-	0.00
YE BEI SIM	200,000	200,000	-	0.00
CHUN FAI YAT	200,000	200,000	-	0.00
SIAW BOON TEH	200,000	200,000	-	0.00
HOONG LING CHING	200,000	200,000	-	0.00
JESSICA CHIA WEN SIM	200,000	200,000	-	0.00
CHOY KIEN ONG	197,000	197,000	-	0.00
SHI CHENG CHIN	156,000	156,000	-	0.00
SIEW KIM TEOH	150,000	150,000	-	0.00
DAMON TESTAVERDE	150,000	150,000	-	0.00
NETWORK 1 FINANCIAL SECURITIES, INC.	150,000	150,000	-	0.00
SAU KHUAN CHOY	135,000	135,000	-	0.00
LAY CHING TAN	130,000	130,000	-	0.00
BAK HAA HOW	130,000	130,000	-	0.00
YOKE WAH LEONG	115,000	115,000	-	0.00
SING HOE KOR	110,000	110,000	-	0.00
SUI YEE TEE	107,000	107,000	-	0.00
YOKE MOOI YONG	106,000	106,000	-	0.00
YAT LONG LEE	106,000	106,000	-	0.00
PAY FAH LYE	105,000	105,000	-	0.00
KAH HOU LUM	105,000	105,000	-	0.00
CHOY LING WONG	105,000	105,000	-	0.00
KAH MEI WONG	102,000	102,000	-	0.00
PHOENIX 16 SDN BHD	100,200	100,200	-	0.00
JIAN CHENG LOO	100,000	100,000	-	0.00
SWEE PEI NGU	100,000	100,000	-	0.00
JUN HENG CHEN	100,000	100,000	-	0.00
POH ONN ONG	100,000	100,000	-	0.00
WOOI THONG OOI	100,000	100,000	-	0.00
JIN FOONG LIM	100,000	100,000	-	0.00
LEAN HOOI LEE	100,000	100,000	-	0.00
WOON CHEN HO	100,000	100,000	-	0.00
YAT HENG CHAN	100,000	100,000	-	0.00
YUEN LOY CHONG	100,000	100,000	-	0.00
YONG ZHEN NING SHERMAN	100,000	100,000	-	0.00
YOKE LIM TANG	97,000	97,000	-	0.00
LEE LI PING	96,913	96,913	-	0.00
FOO CHOO AU	95,000	95,000	-	0.00
CHEE KEONG SOO	88,000	88,000	-	0.00
JIN XUAN HOLDINGS SDN BHD	87,500	87,500	-	0.00
EE CHIET YAP	85,000	85,000	-	0.00
SWEE TIAN GOH	80,000	80,000	-	0.00
SIOK MING LAM	80,000	80,000	-	0.00
POH YIN SEK	80,000	80,000	-	0.00
SAN SANG MENG	76,000	76,000	-	0.00
SIEW MOI HOO	75,000	75,000	-	0.00
TENG WOEI SHY	75,000	75,000	-	0.00
CHUN KEAT QUAH	71,000	71,000	-	0.00
MAN MAN WONG	70,000	70,000	-	0.00

SS-5

			-	0.00
SIEW WAH TAN	70,000	70,000	-	0.00
KIAH LING TAN	70,000	70,000	-	0.00
LEONG CHOY LOH	70,000	70,000	-	0.00
KWONG SENG CHAN	67,000	67,000	-	0.00
JOOI PENG ENG	65,000	65,000	-	0.00
SAU KUAN YEE	61,000	61,000	-	0.00
YUEN PENG CHAN	60,000	60,000	-	0.00
YUIN MIN LAI	60,000	60,000	-	0.00
JENNY PON	60,000	60,000	-	0.00
LEE ZI HAN	60,000	60,000	-	0.00
KWOK HUNG TSE	59,000	59,000	-	0.00
LOON HUA PHANG @ DAVID PHANG	55,000	55,000	-	0.00
HUEY WEN LIM	52,000	52,000	-	0.00
TENG PIN KHOO	52,000	52,000	-	0.00
CEDE & CO	50,000	50,000	-	0.00
YET LIEN LIM	50,000	50,000	-	0.00
SHENG CHEE LIM	50,000	50,000	-	0.00
TET EAN HEW	50,000	50,000	-	0.00
THIAN CHAI KHOO	50,000	50,000	-	0.00
CHUAN SANG CHAI	50,000	50,000	-	0.00
CHONG KEAT ONG	50,000	50,000	-	0.00
LAWRENCE CHOON YIAP LAY	50,000	50,000	-	0.00
WAI LING SEW	50,000	50,000	-	0.00
TEH LEE SUAN	50,000	50,000	-	0.00
MEI YIN LEONG	45,000	45,000	-	0.00
ANG ONG	45,000	45,000	-	0.00
SAU KAY YEE	45,000	45,000	-	0.00
HONG WENG LUM	45,000	45,000	-	0.00
TAK PEER EU	44,000	44,000	-	0.00
ONG CHOO KEAT	44,000	44,000	-	0.00
HUECK CAPITAL SDN BHD	43,718	43,718	-	0.00
WEI CHOONG CHONG	42,500	42,500	-	0.00
WENG CHOON FAN	42,000	42,000	-	0.00
SOON LEE	41,000	41,000	-	0.00
KUM LOON WONG	40,000	40,000	-	0.00
YAP HOONG YANG	40,000	40,000	-	0.00
CHONG WOI KEONG	40,000	40,000	-	0.00
LEONG SAN FATT	40,000	40,000	-	0.00
LOU FOOK TAK	40,000	40,000	-	0.00
PUI YEE LEE	40,000	40,000	-	0.00
WEI LEONG CHONG	37,500	37,500	-	0.00
SOO TENG TAN	37,000	37,000	-	0.00
SAW BEE YAN	37,000	37,000	-	0.00
FONG YOKE KAM	36,000	36,000	-	0.00
GUAN SENG TAN	35,000	35,000	-	0.00
CHOON YEAN OOI	35,000	35,000	-	0.00
HUI SHUANG KHOO	35,000	35,000	-	0.00
KUM LIN LAI	35,000	35,000	-	0.00
SHIN SHIAW KOR	35,000	35,000	-	0.00
CHOON KEAT LEE	35,000	35,000	-	0.00
KHAY PENG KHOO	35,000	35,000	-	0.00
LUM KAH KEONG	35,000	35,000	-	0.00
GOH KUEN HOONG	34,000	34,000	-	0.00
VERN LIM GOH	30,500	30,500	-	0.00
KAM LEONG KONG	30,000	30,000	-	0.00

SS-6

YIK LOONG ONG	30,000	30,000	-	0.00
SEE SENG LEE	30,000	30,000	-	0.00
JING LIU	30,000	30,000	-	0.00
BEE CHEW TOH	30,000	30,000	-	0.00
YEOW CHOONG WONG	30,000	30,000	-	0.00
AH HONG QUAH	30,000	30,000	-	0.00
CHIN WEI LIM	35,000	35,000	-	0.00
SER BEE HWEE	30,000	30,000	-	0.00
SWE LAN MOK	30,000	30,000	-	0.00
LOH AH KEEN	30,000	30,000	-	0.00
BOH CHIN YIN	30,000	30,000	-	0.00
CHAN MENG CHERK	30,000	30,000	-	0.00
CHAN WAI CHON	30,000	30,000	-	0.00
CHAN YOKE YENG	30,000	30,000	-	0.00
DANG PEK SOON	30,000	30,000	-	0.00
KHOO CHI TUAN	30,000	30,000	-	0.00
KHOR CHIN LING	30,000	30,000	-	0.00
LAM JEN THOU	30,000	30,000	-	0.00
LAU HUI YAN	30,000	30,000	-	0.00
LAW TIEN SUNG	30,000	30,000	-	0.00
THYE ZEN SAN	30,000	30,000	-	0.00
LEE SEE FUI	30,000	30,000	-	0.00
LEE YEN FEI	30,000	30,000	-	0.00
LIEW SOOK MEI	30,000	30,000	-	0.00
LIM CHIN KHENG	30,000	30,000	-	0.00
LOO WEN YI	30,000	30,000	-	0.00
NG SWEE PENG	30,000	30,000	-	0.00
NGO CHANG LAI	30,000	30,000	-	0.00
OH SIEW YIEN	30,000	30,000	-	0.00
WONG MUN LENG	30,000	30,000	-	0.00
YONG KHONG WEE	30,000	30,000	-	0.00
MING YEAN LEE	29,500	29,500	-	0.00
WANG CHONG	29,000	29,000	-	0.00
LUM PUI LENG	29,000	29,000	-	0.00
LIT CHEAN KHOO	28,000	28,000	-	0.00
KHOR CHOON WEI	27,846	27,846	-	0.00
LAM SEX TIAN	27,417	27,417	-	0.00
SEE WAN TANG	26,000	26,000	-	0.00
SHOO TAI HEA	25,000	25,000	-	0.00
TAN HOCK ENG	25,000	25,000	-	0.00
WON SIN THEN	25,000	25,000	-	0.00
SU ING LEE	25,000	25,000	-	0.00
KAM FOONG LEONG	25,000	25,000	-	0.00
CHIN CHYANG CHUA	25,000	25,000	-	0.00
MUN HENG CHEN	25,000	25,000	-	0.00
LENG LAI LEE	25,000	25,000	-	0.00
JUN XIANG KHOO	24,000	24,000	-	0.00
PHAIK NGOH CHUAH	22,000	22,000	-	0.00
KONG KENG YIT	22,000	22,000	-	0.00
PUA SUAT CHOO	22,000	22,000	-	0.00
TEH LEE LEEN	22,000	22,000	-	0.00
YEE ZHENG YIP	21,740	21,740	-	0.00
BENG SHEAN ONG	21,000	21,000	-	0.00
YU WEI VEN	20,414	20,414	-	0.00
GEE KHENG TEOH	20,000	20,000	-	0.00

SS-7

			-	0.00
FUNG CHING CHIN	20,000	20,000	-	0.00
MIN FUN LEE	20,000	20,000	-	0.00
POOI FOON TAN	20,000	20,000	-	0.00
SIN WEI GAN	20,000	20,000	-	0.00
POW LEONG YONG	20,000	20,000	-	0.00
HA NGOW ONG	20,000	20,000	-	0.00
LAI HAR KOW	20,000	20,000	-	0.00
THAIM MENG KHOO	20,000	20,000	-	0.00
AH MOOI HU	20,000	20,000	-	0.00
CHUN HAO QUAH	20,000	20,000	-	0.00
PIK HOON HO	20,000	20,000	-	0.00
POH KUEN SEK	20,000	20,000	-	0.00
POH MEI SEK	20,000	20,000	-	0.00
WANG HUN	20,000	20,000	-	0.00
AMAR FAROUQ BIN KAMARUDDIN	20,000	20,000	-	0.00
LIM SIEW LEAN	19,021	19,021	-	0.00
YAP LING HUI	19,000	19,000	-	0.00
QUEK MEE SIM	19,000	19,000	-	0.00
CHEW KOK SOON	18,000	18,000	-	0.00
KHOO TANG ENG	18,000	18,000	-	0.00
MEI NGOR BEH	17,000	17,000	-	0.00
BOY MING CHONG @ SWEE FONG CHONG	17,000	17,000	-	0.00
GAN PUI KUAN	17,000	17,000	-	0.00
TENG HOOI GOH	16,000	16,000	-	0.00
AH NIN HU	16,000	16,000	-	0.00
YIT MING LEE	16,000	16,000	-	0.00
CHEW WEN FRY	16,000	16,000	-	0.00
TAI CHING LOON	15,979	15,979	-	0.00
YU WEI JOO	15,586	15,586	-	0.00
FOOK KIT THAM	15,000	15,000	-	0.00
SIEW MEI MOO	15,000	15,000	-	0.00
TEOW THEAM ANG	15,000	15,000	-	0.00
YET SEE THOO	15,000	15,000	-	0.00
TIONG CHING TEE	15,000	15,000	-	0.00
KOK WENG YEE	15,000	15,000	-	0.00
LOO MI TANG	15,000	15,000	-	0.00
SOW CHOY YEE	15,000	15,000	-	0.00
YING CHEANG LAI	15,000	15,000	-	0.00
MOOI LIM	15,000	15,000	-	0.00
PING WAI LAM	15,000	15,000	-	0.00
GOOI AN TAN	15,000	15,000	-	0.00
KAM YAU LEONG	15,000	15,000	-	0.00
CHAU JINN YEE	15,000	15,000	-	0.00
FE LIX LIM	15,000	15,000	-	0.00
KAR MUN LIM	15,000	15,000	-	0.00
LAY PIN LEE	15,000	15,000	-	0.00
CHEN TEAK HUAT	14,707	14,707	-	0.00
AI LING PANG	14,000	14,000	-	0.00
ONG SOH CHING	14,000	14,000	-	0.00
LIM KIM SWEE	14,000	14,000	-	0.00
BEH YEN THING	14,000	14,000	-	0.00
CHAN KOK HONG	14,000	14,000	-	0.00
TAN PEE LEE	14,000	14,000	-	0.00
CHEN MEE CHING	13,891	13,891	-	0.00

SS-8

BEE CHENG LAW	13,000	13,000	-	0.00
AH MAY LAU	13,000	13,000	-	0.00
BENG HEOK TAN	12,500	12,500	-	0.00
BERNARD TATT LENG LEE	12,500	12,500	-	0.00
CHEW NGEE@CHOW YEE	12,000	12,000	-	0.00
LEE LING TING	12,000	12,000	-	0.00
PUEA FANG ENG	12,000	12,000	-	0.00
SIEW HEOH LIM	12,000	12,000	-	0.00
HUI XIAN HENG	12,000	12,000	-	0.00
TEK CHIN HEW	12,000	12,000	-	0.00
CHAI VOON FEI	12,000	12,000	-	0.00
GOH JIA YING	12,000	12,000	-	0.00
HENG SENG CHONG	12,000	12,000	-	0.00
WONG HANG CHEI	12,000	12,000	-	0.00
KONG NYOONG LEE	11,000	11,000	-	0.00
LEE SIEW TSUNG	11,000	11,000	-	0.00
CHIOH SEOK KIM	11,000	11,000	-	0.00
GOH AIK CHUAN	11,000	11,000	-	0.00
YIP SWEE LIAN	11,000	11,000	-	0.00
KUA LEE CHIN	10,500	10,500	-	0.00
CHEN TEIK FOOI	10,001	10,001	-	0.00
LIM AH BOEY	10,000	10,000	-	0.00
HENG CHOY LAI	10,000	10,000	-	0.00
IVY GAIK HWA LIM	10,000	10,000	-	0.00
WEI LIN MOO	10,000	10,000	-	0.00
YEE FIEH CHIN	10,000	10,000	-	0.00
AI NING TING	10,000	10,000	-	0.00
WEI HWA LIM	10,000	10,000	-	0.00
SEE WERN GOH	10,000	10,000	-	0.00
SZE YEE CHUAR	10,000	10,000	-	0.00
TUAN NEO SEET @ SIEW KWAN TAY	10,000	10,000	-	0.00
VOON SEONG FOO	10,000	10,000	-	0.00
WAH CHYE LIM	10,000	10,000	-	0.00
FOOK EE CHAN	10,000	10,000	-	0.00
GAIK FOON LAU	10,000	10,000	-	0.00
GUN HENG CHAN	10,000	10,000	-	0.00
KIAN LEONG WONG	10,000	10,000	-	0.00
XIN YI KHOO	10,000	10,000	-	0.00
YEAP TUAN ONG	10,000	10,000	-	0.00
YEN CHIN OOI	10,000	10,000	-	0.00
YONG HUI LAW	10,000	10,000	-	0.00
TEK KHION HEW	10,000	10,000	-	0.00
KAM MOI MONG	10,000	10,000	-	0.00
SIEW CHOO TIONG	10,000	10,000	-	0.00
FUI LIN CHONG	10,000	10,000	-	0.00
CHANG YUNG HOO	10,000	10,000	-	0.00
CHEE KONG SOO	10,000	10,000	-	0.00
CHEE LOI CHENG	10,000	10,000	-	0.00
YUN CHYN HO	10,000	10,000	-	0.00
AH CHONG LOH	10,000	10,000	-	0.00
SUJANI GUNTORO	10,000	10,000	-	0.00
WAI WAH LEE	10,000	10,000	-	0.00
CHUN SHU OOI	10,000	10,000	-	0.00
KAH YI MOO	10,000	10,000	-	0.00
KIAH LOON TAN	10,000	10,000	-	0.00
KIM HUAT LEE	10,000	10,000	-	0.00

SS-9

LEE LEE TAN	10,000	10,000	-	0.00
LEE YONG DEANG	10,000	10,000	-	0.00
MUN YEE CHIN	10,000	10,000	-	0.00
SIENG ONG YAP	10,000	10,000	-	0.00
LOW LEE SUN	10,000	10,000	-	0.00
SOH JIA MUN	10,000	10,000	-	0.00
SIEW FOONG SUM	10,000	10,000	-	0.00
PHOENIX PLUS HOLDING SDN BHD	10,000	10,000	-	0.00
TIO HOCK LAI	10,000	10,000	-	0.00
CHEW LAY BEE	10,000	10,000	-	0.00
KENG YONG SENG	10,000	10,000	-	0.00
LEE LE TAN	10,000	10,000	-	0.00
NAI CHOON SIANG	10,000	10,000	-	0.00
NG HOY BAN	10,000	10,000	-	0.00
ONG EWE HIN	10,000	10,000	-	0.00
YEE SAU CHOY	10,000	10,000	-	0.00
FONG TECK KHEONG	9,900	9,900	-	0.00
KUAN YING WONG	9,500	9,500	-	0.00
TANG PEI SAN	9,250	9,250	-	0.00
LEE CHONG CHOW	9,000	9,000	-	0.00
CHRISTINA LIN LEAN TAN	9,000	9,000	-	0.00
MEI YIN LEE	9,000	9,000	-	0.00
HUAN HING CHAN	9,000	9,000	-	0.00
KEE SIONG CHIN	9,000	9,000	-	0.00
SEE HUI KHOR	9,000	9,000	-	0.00
WONG TAI	9,000	9,000	-	0.00
LAI YUIN PIN	9,000	9,000	-	0.00
NGOI KAM HEONG	9,000	9,000	-	0.00
ONG SEOK GNOH	9,000	9,000	-	0.00
RUONAN KOH	9,000	9,000	-	0.00
WONG KOK CHUEN	9,000	9,000	-	0.00
LAW YEN SHI	9,000	9,000	-	0.00
LEE CHEE HOOI	9,000	9,000	-	0.00
ENG KHENG LAU	8,500	8,500	-	0.00
CHEN HOOY LEE	8,320	8,320	-	0.00
TAN MING FU	8,000	8,000	-	0.00
LIEW KENG TECK	8,000	8,000	-	0.00
ONG ENG YEW	8,000	8,000	-	0.00
MAH POOI YAN	8,000	8,000	-	0.00
TEH MEI KUIN	8,000	8,000	-	0.00
SHI YNG LOH	7,500	7,500	-	0.00
KENG SUAN BEH	7,500	7,500	-	0.00
SHED HEONG LOW	7,500	7,500	-	0.00
KIM YONG KHOO	7,500	7,500	-	0.00
AIK HONG HO	7,500	7,500	-	0.00
KIM SENG WONG	7,500	7,500	-	0.00
SIEW HING NG	7,500	7,500	-	0.00
PANG ENG MAY	7,273	7,273	-	0.00
HONG SENG LIM	7,000	7,000	-	0.00
WAI YEE LEE	7,000	7,000	-	0.00
CHOI SIM TEOH	7,000	7,000	-	0.00
YOKE MUN SEK	7,000	7,000	-	0.00
YIT FONG CHAN	7,000	7,000	-	0.00
YE CHENG CHIN	7,000	7,000	-	0.00
SENG CHONG NG	7,000	7,000	-	0.00
ONG EE PENG	7,000	7,000	-	0.00

SS-10

PUA PUA ENG	7,000	7,000	-	0.00
CHOW CHIN FONG	7,000	7,000	-	0.00
POH MEE HOR	7,000	7,000	-	0.00
YOONG YEW PHANG	7,000	7,000	-	0.00
BEH KEAN THYE	7,000	7,000	-	0.00
BEH YEN SUN	7,000	7,000	-	0.00
CHIAM AH SIEW	7,000	7,000	-	0.00
CHONG YEONG KON	7,000	7,000	-	0.00
CHOW CHIA SIN	7,000	7,000	-	0.00
CHU SHIH KAN	7,000	7,000	-	0.00
CHUA YAH LI	7,000	7,000	-	0.00
HENG YIANG CHURN	7,000	7,000	-	0.00
KENG SHI YUN	7,000	7,000	-	0.00
KHOR CHEE GUAN	7,000	7,000	-	0.00
KHOR YING YING	7,000	7,000	-	0.00
LAM KIM SING	7,000	7,000	-	0.00
LAU HIN REEI	7,000	7,000	-	0.00
LEE SEU WEE	7,000	7,000	-	0.00
LIM HOCK KENG	7,000	7,000	-	0.00
NG SIEW BOON	7,000	7,000	-	0.00
NGAN SIEW BUN	7,000	7,000	-	0.00
ONG SWEE SUNG	7,000	7,000	-	0.00
SHIEW BEH BEE	7,000	7,000	-	0.00
SIM POH SUAN	7,000	7,000	-	0.00
SOON HEOH KEE	7,000	7,000	-	0.00
TAN SOH YEOK	7,000	7,000	-	0.00
YEE CHOW HOI	7,000	7,000	-	0.00
CHAN BOON LIANG	6,000	6,000	-	0.00
YOON SUN HOO	6,000	6,000	-	0.00
YEE WON CHIN	6,000	6,000	-	0.00
MOOI SEE KHOR	6,000	6,000	-	0.00
LIM CHIEW WEI	6,000	6,000	-	0.00
CHEONG CHEE SENG	6,000	6,000	-	0.00
HIEW OI CHOO	6,000	6,000	-	0.00
KUAY SEIONG LEE	6,000	6,000	-	0.00
LAM CHEE MIN	6,000	6,000	-	0.00
LEE TIAN CHIAT	6,000	6,000	-	0.00
NG PAN LIAN	6,000	6,000	-	0.00
ONG XIN MIN	6,000	6,000	-	0.00
PHUAH CHIN CHYE	6,000	6,000	-	0.00
THUM XUE SHENG	5,500	5,500	-	0.00
PEI NGIN NG	5,000	5,000	-	0.00
REN LI CHAI	5,000	5,000	-	0.00
CHUN YEEN OOI	5,000	5,000	-	0.00
FOONG YEE LAW	5,000	5,000	-	0.00
CZEE TING LEE	5,000	5,000	-	0.00
SHAN SHAN LING	5,000	5,000	-	0.00
SIEW WAN TANG	5,000	5,000	-	0.00
LEE YING HO	10,000	10,000	-	0.00
WOOI LIANG LEE	5,000	5,000	-	0.00
AH HONG TAN	5,000	5,000	-	0.00
AH PENG YEE	5,000	5,000	-	0.00
AH SUAN HUNG	5,000	5,000	-	0.00
ALAN YAP @ LEE CHERN YAP	5,000	5,000	-	0.00
BEE KIAN WONG	5,000	5,000	-	0.00
SIEW LING LEW	5,000	5,000	-	0.00

SS-11

SIEW MOI KOK	5,000	5,000	-	0.00
SIEW PENG TANG	5,000	5,000	-	0.00
SIEW YEN TAN	5,000	5,000	-	0.00
SIN LAI CHANG	5,000	5,000	-	0.00
SIN YAU CHEAH	5,000	5,000	-	0.00
SING KIAT KOR	5,000	5,000	-	0.00
SIOK CHIN YEE	5,000	5,000	-	0.00
SIT MOOI LEONG	5,000	5,000	-	0.00
SIWE LEY LIAU	5,000	5,000	-	0.00
SOON LING CHENG	5,000	5,000	-	0.00
STEPHEN KOK HIN LEONG	5,000	5,000	-	0.00
SU LING TAN	5,000	5,000	-	0.00
SIEW KUAN CHEN	5,000	5,000	-	0.00
SIEW LAY LAW	5,000	5,000	-	0.00
SUI CHENG CHAN	5,000	5,000	-	0.00
YUN HIN LOH	5,000	5,000	-	0.00
ABDUL MU’IZZ BIN ABD KAHAR	5,000	5,000	-	0.00
CHEONG KEE TAN	5,000	5,000	-	0.00
HAN KHUAN HONG	5,000	5,000	-	0.00
JUN GIAP LAU	5,000	5,000	-	0.00
KIM SOON LIM	5,000	5,000	-	0.00
MEI FAH YAP	5,000	5,000	-	0.00
PENG LEE	5,000	5,000	-	0.00
PUI YAN GAN	5,000	5,000	-	0.00
SIEW MEI YEOH	5,000	5,000	-	0.00
YEN PIN BEH	5,000	5,000	-	0.00
ZHI WEI TAN	5,000	5,000	-	0.00
CHANG BOON BEH	5,000	5,000	-	0.00
BOON AI HENG @ BOON AI ONG	5,000	5,000	-	0.00
BOON HONG ANG	5,000	5,000	-	0.00
CHUO JVIN TEE	5,000	5,000	-	0.00
DARREN KHAI XU YEO	5,000	5,000	-	0.00
LI LEAN LIM	5,000	5,000	-	0.00
SENG CHAI ONG	5,000	5,000	-	0.00
SOO LENG NG	5,000	5,000	-	0.00
TAN CHAN	5,000	5,000	-	0.00
TECK WEE TAN	5,000	5,000	-	0.00
YEE CHIN WONG	5,000	5,000	-	0.00
SWEE CHIN LIM	5,000	5,000	-	0.00
SWEE WAN LAM	5,000	5,000	-	0.00
TAI CHU LEE	5,000	5,000	-	0.00
TECK ONN LEONG	5,000	5,000	-	0.00
TECK SEONG WONG	5,000	5,000	-	0.00
TECK VOON WONG	5,000	5,000	-	0.00
TENG CHEN MOO	5,000	5,000	-	0.00
TENG PONG MOO	5,000	5,000	-	0.00
TIONG WAN TEY	5,000	5,000	-	0.00
WAI LIENG NG	5,000	5,000	-	0.00
WEI KIAT TAN	5,000	5,000	-	0.00
WEI LING NG	5,000	5,000	-	0.00
ZHI WEN LOW	5,000	5,000	-	0.00
AH MENG TAN	5,000	5,000	-	0.00
AIK KUAN CHEAH	5,000	5,000	-	0.00
ANNE GAIK LIN LIM	5,000	5,000	-	0.00
ASIA AN KHONG	5,000	5,000	-	0.00

SS-12

BENG TECK HEE	5,000	5,000	-	0.00
CHAU SOON TIONG	5,000	5,000	-	0.00
CHEE NENG YONG	5,000	5,000	-	0.00
CHIN WOO KHOR	5,000	5,000	-	0.00
CHING MEI WAI	5,000	5,000	-	0.00
CHOON HEE HAR	5,000	5,000	-	0.00
CHUI CHIN LOH	5,000	5,000	-	0.00
CHUI NGO KEONG	5,000	5,000	-	0.00
DORIS HONG GEK TAN	5,000	5,000	-	0.00
ENG CHAI LIM	5,000	5,000	-	0.00
ENG ENG TAN	5,000	5,000	-	0.00
ENG HOO CHOO	5,000	5,000	-	0.00
FAN HON CHONG	5,000	5,000	-	0.00
HENG TING CHI	5,000	5,000	-	0.00
HEOK KENG ENG	5,000	5,000	-	0.00
HOAY NEE KHOO	5,000	5,000	-	0.00
HONG CHU CHIA	5,000	5,000	-	0.00
HOOI JING TAN	5,000	5,000	-	0.00
HUEY PING TAN	5,000	5,000	-	0.00
KAM LAI WONG	5,000	5,000	-	0.00
KENG HUA HOO	5,000	5,000	-	0.00
KENG WOH LEONG	5,000	5,000	-	0.00
KHENG SIANG LIM	5,000	5,000	-	0.00
KHOW CHING CHEN	5,000	5,000	-	0.00
KOOI HIANG OOI	5,000	5,000	-	0.00
LEE LEE NG	5,000	5,000	-	0.00
LEE SIANG LIM	5,000	5,000	-	0.00
MEI FONG LEE	5,000	5,000	-	0.00
MENG YEP CHAN	5,000	5,000	-	0.00
MOI HWA LIM	5,000	5,000	-	0.00
XIN HUI KHOO	5,000	5,000	-	0.00
YAH LING TAN	5,000	5,000	-	0.00
YAU KWANG CH’NG	5,000	5,000	-	0.00
YEE CHEN OH	5,000	5,000	-	0.00
YEE SIANG ONG	5,000	5,000	-	0.00
WEI YEE SOO	5,000	5,000	-	0.00
YEOK HONG LIM	5,000	5,000	-	0.00
WENG KONG CHOH	5,000	5,000	-	0.00
YEOK KIM KONG	5,000	5,000	-	0.00
YEW CHUNG LAU	5,000	5,000	-	0.00
YIK SING ONG	5,000	5,000	-	0.00
YIN FHAN CHOY	5,000	5,000	-	0.00
YIN PENG SIN	5,000	5,000	-	0.00
YOKE FAR WONG	5,000	5,000	-	0.00
NGIT KUAI CHEONG	5,000	5,000	-	0.00
PEI HEE TEH	5,000	5,000	-	0.00
PENG LEONG TAN	5,000	5,000	-	0.00
PUI YEE YAP	5,000	5,000	-	0.00
RHUN YAN LEE	5,000	5,000	-	0.00
SAW LING QUAH	5,000	5,000	-	0.00
SEE YONG LOW	5,000	5,000	-	0.00
SEET LEE YONG	5,000	5,000	-	0.00
SEWU WAH TEOH	5,000	5,000	-	0.00
SIEW ENG KWAH	5,000	5,000	-	0.00
SIEW FONG LOW	5,000	5,000	-	0.00
SIEW KEEN CHOK	5,000	5,000	-	0.00

SS-13

SIEW LING TAN	5,000	5,000	-	0.00
SOCK KIEW LING	5,000	5,000	-	0.00
SOK KEAN TIAH	5,000	5,000	-	0.00
SOO KHENG TEOH	5,000	5,000	-	0.00
SOOI SEAN LEE	5,000	5,000	-	0.00
SWEE YIN CHONG	5,000	5,000	-	0.00
WAI SEE NG	5,000	5,000	-	0.00
WEI KEAT KOH	5,000	5,000	-	0.00
WEI LIH CHONG	5,000	5,000	-	0.00
WENG FUI CHAN	5,000	5,000	-	0.00
WENG HOE LAU	5,000	5,000	-	0.00
YEE TENG LOW	5,000	5,000	-	0.00
YEW HENG KOEY	5,000	5,000	-	0.00
YIIK YEK WONG	5,000	5,000	-	0.00
YIP HING WONG	5,000	5,000	-	0.00
YOKE LAN CHOW	5,000	5,000	-	0.00
YU LEAN LIM	5,000	5,000	-	0.00
YONG MENG TEO	5,000	5,000	-	0.00
YONG QUAN LAW	5,000	5,000	-	0.00
YUEN LIAN CHEN	5,000	5,000	-	0.00
YUEN WAH CHONG	5,000	5,000	-	0.00
AH WAH TING	5,000	5,000	-	0.00
AH YOUNG LOONG	5,000	5,000	-	0.00
CHAN THONG LOW	5,000	5,000	-	0.00
CHONG KEOW CHAN	5,000	5,000	-	0.00
HOI LAM @ FOO TEN LAM	5,000	5,000	-	0.00
HONG YEAN LUM	5,000	5,000	-	0.00
KOK TONG MOK	5,000	5,000	-	0.00
LAI NGO EU	5,000	5,000	-	0.00
LAY PENG KUOK	5,000	5,000	-	0.00
LI WEI LEE	5,000	5,000	-	0.00
LI YEE LEE	5,000	5,000	-	0.00
MOOI MOOI HEE	5,000	5,000	-	0.00
PUI FONG CHONG	5,000	5,000	-	0.00
BING BOON CHONG	5,000	5,000	-	0.00
BOON KWAN YEAP	5,000	5,000	-	0.00
BOON SIN QUAH	5,000	5,000	-	0.00
CHAI YIN SIOW	5,000	5,000	-	0.00
CHAO WEY QUAH	5,000	5,000	-	0.00
CHEE HONG ANG	5,000	5,000	-	0.00
CHEE RAI LIM	5,000	5,000	-	0.00
CHIA YEE TAN	5,000	5,000	-	0.00
CHIN CHEW SO	5,000	5,000	-	0.00
CHIN SENG TEOH	5,000	5,000	-	0.00
CHING HWA WOO	5,000	5,000	-	0.00
CHING WEI TAN	5,000	5,000	-	0.00
SENG LOY CHEE	5,000	5,000	-	0.00
SIEW SENG LOH	5,000	5,000	-	0.00
YAN YAT HAH	5,000	5,000	-	0.00
MEI LING WONG	5,000	5,000	-	0.00
CHOOI NAI NG	5,000	5,000	-	0.00
CHOW HELEN	5,000	5,000	-	0.00
CHU LENG CHAN	5,000	5,000	-	0.00
CHUEN YUONG CHEW	5,000	5,000	-	0.00
CHUN KIT SOO	5,000	5,000	-	0.00
CHUN YEW YEE	5,000	5,000	-	0.00

SS-14

ERIC SZE HERN CHEN	5,000	5,000	-	0.00
FOON YIN CHOONG	5,000	5,000	-	0.00
GUAT LEE TAN	5,000	5,000	-	0.00
HAM FAH CHIN	5,000	5,000	-	0.00
HAW LEONG LING	5,000	5,000	-	0.00
HAW SYUAN CHAN	5,000	5,000	-	0.00
HIONG LANG LING	5,000	5,000	-	0.00
HO CHENG CHAN	5,000	5,000	-	0.00
HOCK CHOON LING	5,000	5,000	-	0.00
HOCK GUAN YEOH	5,000	5,000	-	0.00
HOCK MING TAN	5,000	5,000	-	0.00
HOU TING CHONG	5,000	5,000	-	0.00
HUI FANG TAN	5,000	5,000	-	0.00
HUI LING ONG	5,000	5,000	-	0.00
JACKIE CHOOI LIN LING	5,000	5,000	-	0.00
JIANG WEN NG	5,000	5,000	-	0.00
JOO LIANG YEK	5,000	5,000	-	0.00
CHOI CHOI WONG	5,000	5,000	-	0.00
SIOK YING HEN	5,000	5,000	-	0.00
THAI LIM NGAI	5,000	5,000	-	0.00
AH THYE SUM	5,000	5,000	-	0.00
KAM HONG YONG	5,000	5,000	-	0.00
SAN WAH LING @ SIN WAH LIN	5,000	5,000	-	0.00
YIN MAI WONG	5,000	5,000	-	0.00
CYNTHIA SHING YEH CHE	5,000	5,000	-	0.00
FRANCIS @ PERNG LI YONG	5,000	5,000	-	0.00
KEE BING WONG	5,000	5,000	-	0.00
KEE HIAN WONG	5,000	5,000	-	0.00
LEE HUANG NG	5,000	5,000	-	0.00
OOI LING ONG	5,000	5,000	-	0.00
ROYCE KAO TZIAT YEOH	5,000	5,000	-	0.00
TIAM LAI TAN@ YOKE FOONG CHAN	5,000	5,000	-	0.00
CHUN YING WU	5,000	5,000	-	0.00
NAN ANN LOW	5,000	5,000	-	0.00
SENG DIONG TIANG	5,000	5,000	-	0.00
DENNIS SOON CHIN LIM	5,000	5,000	-	0.00
PEAK CHOO LOW	5,000	5,000	-	0.00
JOSEPH KAI WEI KOR	5,000	5,000	-	0.00
KAI CHEONG LOKE	5,000	5,000	-	0.00
KAR MIN SOO	5,000	5,000	-	0.00
KAR YAN KONG	5,000	5,000	-	0.00
KAR YEE KONG	5,000	5,000	-	0.00
KEA CHAI LING	5,000	5,000	-	0.00
KEAN HOONG WONG	5,000	5,000	-	0.00
KEAN MING WONG	5,000	5,000	-	0.00
KEAT KOK YEOH	5,000	5,000	-	0.00
KENG LENG CHAN	5,000	5,000	-	0.00
KHAI WAI LOW	5,000	5,000	-	0.00
KIN PAO KONG	5,000	5,000	-	0.00
KING YONG KEE	5,000	5,000	-	0.00
KOK KEONG PEE	5,000	5,000	-	0.00
KOK SHOONG NG	5,000	5,000	-	0.00
KOOI LEAN OOI	5,000	5,000	-	0.00
KOOI SIM TAN	5,000	5,000	-	0.00
KUN SENG CHEW	5,000	5,000	-	0.00
KYE SWEN KHOR	5,000	5,000	-	0.00

SS-15

LAY KIM KUOK	5,000	5,000	-	0.00
LEAN KEONG TAN	5,000	5,000	-	0.00
LEE CHEN DEO	5,000	5,000	-	0.00
LEE HOW CHIN	5,000	5,000	-	0.00
LEE WEN WOO	5,000	5,000	-	0.00
LEE YEE CHEONG	5,000	5,000	-	0.00
LENG LENG GOH	5,000	5,000	-	0.00
LEONG SENG WONG	5,000	5,000	-	0.00
LIAN HUI TAN	5,000	5,000	-	0.00
MEE GOKE TANG	5,000	5,000	-	0.00
CHIEW TEE WONG	5,000	5,000	-	0.00
SHIN JOWL TAN	5,000	5,000	-	0.00
LIM HONG CHAN	5,000	5,000	-	0.00
LIP TATT YAP	5,000	5,000	-	0.00
LIZA CHIEW WEI WONG	5,000	5,000	-	0.00
LUIS R DUTAN	5,000	5,000	-	0.00
MEE CHAN WONG	5,000	5,000	-	0.00
MEE CHOO BEH	5,000	5,000	-	0.00
MEI HAR TEE	5,000	5,000	-	0.00
MEI LING TEN	5,000	5,000	-	0.00
MENG KWAN LIM	5,000	5,000	-	0.00
MEOW NING ANG	5,000	5,000	-	0.00
MICHELLE KUAN WEI SHIA	5,000	5,000	-	0.00
MING YONG LEE	5,000	5,000	-	0.00
MOOI SUAN BEH	5,000	5,000	-	0.00
PAK LING LEE	5,000	5,000	-	0.00
PEI XIAN CHAN	5,000	5,000	-	0.00
PEIK HOON TAN	5,000	5,000	-	0.00
POH TEE KHOO	5,000	5,000	-	0.00
POH YEE ONG	5,000	5,000	-	0.00
POOI LING PANG	5,000	5,000	-	0.00
PRASERT SAE LOI @ BOON KEAN LOI	5,000	5,000	-	0.00
PU YUN LEE	5,000	5,000	-	0.00
REN HAO PANG	5,000	5,000	-	0.00
SAW PHAIK CHEAH	5,000	5,000	-	0.00
SEE FONG YAP	5,000	5,000	-	0.00
SEEN HENG LEE	5,000	5,000	-	0.00
SEK FOO LEE	5,000	5,000	-	0.00
SENG YI NG	5,000	5,000	-	0.00
SHEUE NIE TAN	5,000	5,000	-	0.00
SIEN CHUEN TEE	5,000	5,000	-	0.00
SIEW HONG TEO	5,000	5,000	-	0.00
JOO HENG LEE	5,000	5,000	-	0.00
YEE JING WONG	5,000	5,000	-	0.00
BENJAMIN ENG KEEN ONG	5,000	5,000	-	0.00
NAI FOO YEAP	5,000	5,000	-	0.00
MEI LING TEE	5,000	5,000	-	0.00
SIEW YOKE TAN	5,000	5,000	-	0.00
SAU PING PAT LAI	5,000	5,000	-	0.00
CHUN LOONG TEOH	5,000	5,000	-	0.00
RENE CAMPOS	5,000	5,000	-	0.00
LIP CHIN HO	5,000	5,000	-	0.00
BEE HONG ANG	5,000	5,000	-	0.00
FU KANG CHOR	5,000	5,000	-	0.00
LIN LIN LIM	5,000	5,000	-	0.00

SS-16

SENG SEONG U	5,000	5,000	-	0.00
BENG SENG SOOI	5,000	5,000	-	0.00
SING KIONG TING	5,000	5,000	-	0.00
AH CHU TING @ KOK CHENG TING	5,000	5,000	-	0.00
JOGINDER KAUR A/P GIAN SINGH @ KINA S	5,000	5,000	-	0.00
KIM FOONG LEE	5,000	5,000	-	0.00
CHANG CHIANG JU	5,000	5,000	-	0.00
CHEW SOON HOCK	5,000	5,000	-	0.00
HOOI HAR NG	5,000	5,000	-	0.00
HOOI HOE NG	5,000	5,000	-	0.00
CHANG CHONG CHIEK	5,000	5,000	-	0.00
CHEAH LAY JAN	5,000	5,000	-	0.00
CHIA NOI KEE	5,000	5,000	-	0.00
CHIANG WEI PING	5,000	5,000	-	0.00
CHONG BENG GEOK	5,000	5,000	-	0.00
FOO AIK SEN	5,000	5,000	-	0.00
GOH LI LING	5,000	5,000	-	0.00
KHOR KENG BENG	5,000	5,000	-	0.00
LEE CHEE HOONG	7,000	7,000	-	0.00
LEE LI SEE	5,000	5,000	-	0.00
LIONG KHIM YUN	5,000	5,000	-	0.00
NG KONG SOON	5,000	5,000	-	0.00
NGAN SIEW CHIN	5,000	5,000	-	0.00
TAN KAR YIAN	5,000	5,000	-	0.00
PANG AH SENG	5,000	5,000	-	0.00
TANG LOO SEE	5,000	5,000	-	0.00
TOH LAN KIM	5,000	5,000	-	0.00
YAN LAI KUAN	5,000	5,000	-	0.00
CHIN HEONG CHIA	5,000	5,000	-	0.00
JEFFREY ANAK LUKE JELY	5,000	5,000	-	0.00
LEE CHEN PIN	5,000	5,000	-	0.00
NGU GOH HUI	4,500	4,500	-	0.00
TAN BOON YEE	4,500	4,500	-	0.00
WAN SOOK MEE	4,000	4,000	-	0.00
MEI CHING JOO	4,000	4,000	-	0.00
LUM LEE CHIN	4,000	4,000	-	0.00
YAP SENG FUNG	4,000	4,000	-	0.00
GOH YIN SOON	4,000	4,000	-	0.00
CHIN FA HOY	4,000	4,000	-	0.00
CHIA SIN HOCK	4,000	4,000	-	0.00
ANG CHYE HOON	4,000	4,000	-	0.00
CHAI KAR YAN	4,000	4,000	-	0.00
CHEAH CHEW LEI	4,000	4,000	-	0.00
CHEONG LING	4,000	4,000	-	0.00
CHEW LIM LAY BENG	4,000	4,000	-	0.00
CHIEW POH IM	4,000	4,000	-	0.00
CHIN KAM SOON	4,000	4,000	-	0.00
CHIN KIM MEEI	4,000	4,000	-	0.00
CHIN SIEW CHING	4,000	4,000	-	0.00
CHIN SIN MOOI	4,000	4,000	-	0.00
CHOO CHIEH TA	4,000	4,000	-	0.00
CHOONG MOOI MOOI	4,000	4,000	-	0.00
CHUAH SIONG TENG	4,000	4,000	-	0.00
CYNTHIA LOH MEI OON	4,000	4,000	-	0.00
GAN AH TOOH	4,000	4,000	-	0.00
GOH LYE CHOO	6,000	6,000	-	0.00

SS-17

GOH SIEW BIN	4,000	4,000	-	0.00
HIEW HUEI PANG	4,000	4,000	-	0.00
HOO MEI SING	4,000	4,000	-	0.00
IVY LOW CHIEW NI	4,000	4,000	-	0.00
KHOR KOON HOE	4,000	4,000	-	0.00
KOH CHEE YONG	4,000	4,000	-	0.00
KOR KOK KEONG	4,000	4,000	-	0.00
LAM AH CHONG	4,000	4,000	-	0.00
LEE CHOON JUAN	4,000	4,000	-	0.00
LEE SIEW YING	4,000	4,000	-	0.00
LEE WAI SENG	4,000	4,000	-	0.00
LIEW KIAM KHEN	4,000	4,000	-	0.00
LIEW KIM NYEAN	4,000	4,000	-	0.00
LIM BING LING	4,000	4,000	-	0.00
LIM HONG CHOONG	4,000	4,000	-	0.00
LIM OON SIN	4,000	4,000	-	0.00
LIM SOK PENG	4,000	4,000	-	0.00
LING YOON CHANG	4,000	4,000	-	0.00
LOH CHUI CHUI	4,000	4,000	-	0.00
LOK YUH TENG	4,000	4,000	-	0.00
LOW WEY LIANG	4,000	4,000	-	0.00
NG BOON GHEE	4,000	4,000	-	0.00
NG KIEW HEONG	4,000	4,000	-	0.00
NG SENG FANG	4,000	4,000	-	0.00
OH KAH LEE	4,000	4,000	-	0.00
OH SANG SIK	4,000	4,000	-	0.00
ONG SHUE LING	4,000	4,000	-	0.00
OOI KEAN HONG	4,000	4,000	-	0.00
PAN KOK KEE	4,000	4,000	-	0.00
PHANG PEI LIN	4,000	4,000	-	0.00
PUTT YOKE POI	4,000	4,000	-	0.00
QUAH LAY HOOI	4,000	4,000	-	0.00
SUM LYE YENG	4,000	4,000	-	0.00
TAI CHOO YOKE	4,000	4,000	-	0.00
TAN CHIN KHEONG	4,000	4,000	-	0.00
TAN CHOON CHUI	4,000	4,000	-	0.00
TAN LIAN WEI	4,000	4,000	-	0.00
TAN LIE HAU	4,000	4,000	-	0.00
TANG SIANK CHIN	4,000	4,000	-	0.00
TEOH MENG PIN	4,000	4,000	-	0.00
TUNG MAY YOKE	4,000	4,000	-	0.00
WONG MEE KAM	4,000	4,000	-	0.00
WONG MEI NGOH	4,000	4,000	-	0.00
YEM HUI KIM	4,000	4,000	-	0.00
CHANG MEI HUI	4,000	4,000	-	0.00
TEO KUET TZE	4,000	4,000	-	0.00
TAN KIM AN	4,000	4,000	-	0.00
CHIN SU SIM	3,500	3,500	-	0.00
TAN PEI LENG	3,500	3,500	-	0.00
YA YOKE CHUAN	3,500	3,500	-	0.00
CHIA SAM	3,500	3,500	-	0.00
CHU SOO LING	3,500	3,500	-	0.00
HO YEEK MING	3,500	3,500	-	0.00
NG HAEN JIAN	3,500	3,500	-	0.00
THUM KUM WYE	3,500	3,500	-	0.00
TING SING CHUNG	3,500	3,500	-	0.00

SS-18

ONG YEE LYN	3,080	3,080	-	0.00
THIAN KAH TUCK	3,000	3,000	-	0.00
YAP GEOK HWA	3,000	3,000	-	0.00
SUET MOOI TAN	3,000	3,000	-	0.00
TAN KIM FEN	3,000	3,000	-	0.00
LEE KIM SIONG	3,000	3,000	-	0.00
SIEW SEAN KOR	3,000	3,000	-	0.00
LIEW TONG HON	3,000	3,000	-	0.00
CHIA MING MING	3,000	3,000	-	0.00
KONG GAIK CHENG	3,000	3,000	-	0.00
LOONG YAN SANG	3,000	3,000	-	0.00
TAY JUN JIE	3,000	3,000	-	0.00
HENG YOCK SENG	3,000	3,000	-	0.00
SIEW SIN TAN	2,500	2,500	-	0.00
CHOON HAN LEE	2,500	2,500	-	0.00
SOCK HWA LIM	2,500	2,500	-	0.00
THIAM CHAI LEE	2,500	2,500	-	0.00
TZE SHIAN OOI	2,500	2,500	-	0.00
KOW FOONG LEE	2,500	2,500	-	0.00
WOAN SHIN TOH	2,500	2,500	-	0.00
YI SHENG YONG	2,500	2,500	-	0.00
MOOI CHOO LEE	2,500	2,500	-	0.00
CHAN FATT WONG	2,500	2,500	-	0.00
CHOI HAR CHAN	2,500	2,500	-	0.00
KAM TAI YANG	2,500	2,500	-	0.00
KOON SIM NG	2,500	2,500	-	0.00
CHEE FUN TENG	2,500	2,500	-	0.00
CHEE WAI JAN	2,500	2,500	-	0.00
CHEE YUEN SIAW	2,500	2,500	-	0.00
CHIN YEE OON	2,500	2,500	-	0.00
JOO WEI TAN	2,500	2,500	-	0.00
KAR LING MOY	2,500	2,500	-	0.00
LIH LING SOOI	2,500	2,500	-	0.00
LIH WEN SOOI	2,500	2,500	-	0.00
LING YEOK TAN	2,500	2,500	-	0.00
MOO TAN TEH	2,500	2,500	-	0.00
CHEN JUNG KET	2,500	2,500	-	0.00
BAK CHOO TAN	2,500	2,500	-	0.00
LIM CHAI LENG	2,500	2,500	-	0.00
NG LEAN HUAT	2,200	2,200	-	0.00
LEE AI PIN	2,200	2,200	-	0.00
LEE HOAY SAN	2,020	2,020	-	0.00
YEW YEE CIN	2,000	2,000	-	0.00
NG KOK LEONG	2,000	2,000	-	0.00
LOH SOON YONG	2,000	2,000	-	0.00
TAN TEIK MENG	2,000	2,000	-	0.00
AZAM MUDZAFFAR BIN OTHMAN	2,000	2,000	-	0.00
CHAI LEE WAN	2,000	2,000	-	0.00
KUAN YOKE FONG	2,000	2,000	-	0.00
KONG MUN KIT	2,000	2,000	-	0.00
ANG HOCK SIANG	2,000	2,000	-	0.00
NIUN LILY	2,000	2,000	-	0.00
BEH LAY POH	2,000	2,000	-	0.00
LIW PIK CHIN	2,000	2,000	-	0.00
YEE THIAM KHENG	2,000	2,000	-	0.00
SIN LEK PHENG	2,000	2,000	-	0.00

SS-19

CHONG NYOK MOY	2,000	2,000	-	0.00
TEE KIM HUAT	2,000	2,000	-	0.00
TAN BENG LOOI	2,000	2,000	-	0.00
YANG CHEE HOAY	2,000	2,000	-	0.00
TEH SIEW BEE	2,000	2,000	-	0.00
SIM WEI BEE	2,000	2,000	-	0.00
CHEY YEN SIEW	2,000	2,000	-	0.00
HENG KUNG SIAH	2,000	2,000	-	0.00
LIEW MIN LONG	2,000	2,000	-	0.00
YEE TUCK KEIN	2,000	2,000	-	0.00
YONG WEI SING	2,000	2,000	-	0.00
MOO SWEE LIN	2,000	2,000	-	0.00
HO SOOK KEAM	2,000	2,000	-	0.00
NURUL SAFA LIM BINTI ABDULLAH	2,000	2,000	-	0.00
PHUAH KEE HUAH	2,000	2,000	-	0.00
YEE LEE CHIA	2,000	2,000	-	0.00
ONG KAH KI	2,000	2,000	-	0.00
KANG KEANG HUANG	2,000	2,000	-	0.00
WOO CHI KIN	2,000	2,000	-	0.00
CHAN FOOK SENG	2,000	2,000	-	0.00
LEE ZHAO ING	2,000	2,000	-	0.00
YONG SIANG CHIN	2,000	2,000	-	0.00
WONG LAN CHING	2,000	2,000	-	0.00
CHONG EE THIAN	2,000	2,000	-	0.00
NG HOCK LOO	2,000	2,000	-	0.00
LEE SEE WAI	2,000	2,000	-	0.00
CHONG YOKE MUI	2,000	2,000	-	0.00
TIMOTHY JIM ENG	2,000	2,000	-	0.00
OH ANG SANG & OH ENG SANG	2,000	2,000	-	0.00
KONG MEI KENG	2,000	2,000	-	0.00
CHO YANG YANG BILLY	2,000	2,000	-	0.00
EWE BOON KOOI	2,000	2,000	-	0.00
KUMUTHAM A/P RAJOO	2,000	2,000	-	0.00
YUEN QING NIAN	2,000	2,000	-	0.00
HENG SWEE LEE	2,000	2,000	-	0.00
HUANG XU XIANG	2,000	2,000	-	0.00
LOH YUEN WAH	2,000	2,000	-	0.00
GOH CHIEW SIA	2,000	2,000	-	0.00
POH SAIK PIN	2,000	2,000	-	0.00
ANG BEE HWA	2,000	2,000	-	0.00
ANG SOON HENG	2,000	2,000	-	0.00
ANG SUE KOON	2,000	2,000	-	0.00
AW MOI	2,000	2,000	-	0.00
BAH CHANG XUN	2,000	2,000	-	0.00
CARMEN YONG	2,000	2,000	-	0.00
CHAI FATT ANN	2,000	2,000	-	0.00
CHAN LAI FONG	2,000	2,000	-	0.00
CHAN POH SIM	2,000	2,000	-	0.00
CHAN POH YIN	4,000	4,000	-	0.00
CHAN SI YUAN	2,000	2,000	-	0.00
CHAN WAH SENG	2,000	2,000	-	0.00
CHAN WENG KWONG	2,000	2,000	-	0.00
CHAN YEN FATT	2,000	2,000	-	0.00
CHANG CHEW KIT	2,000	2,000	-	0.00
CHANG HUI YEE	2,000	2,000	-	0.00
CHARLES CHEE VUI KHONG	2,000	2,000	-	0.00

SS-20

CHEAH MEAR KAI	2,000	2,000	-	0.00
CHEONG KAH LIN	2,000	2,000	-	0.00
CHEONG KIN FONG	2,000	2,000	-	0.00
CHEW LI QIN	2,000	2,000	-	0.00
CHIA CHIN BONG	2,000	2,000	-	0.00
CHIA CHOON MIN	2,000	2,000	-	0.00
CHIA LI HUEY	2,000	2,000	-	0.00
CHIN CHEE KHUEN	2,000	2,000	-	0.00
CHIN FOO YOONG	2,000	2,000	-	0.00
CHIN KAR LING	2,000	2,000	-	0.00
CHIN KIEW KWONG	2,000	2,000	-	0.00
CHOK YUN TAI	2,000	2,000	-	0.00
CHONG MEI HONG	2,000	2,000	-	0.00
CHONG MOK CHAN	2,000	2,000	-	0.00
CHONG SIEW HEONG	2,000	2,000	-	0.00
CHONG SOON PENG	2,000	2,000	-	0.00
CHONG WEN YANN	2,000	2,000	-	0.00
CHOR KIM HOONG	2,000	2,000	-	0.00
CHOY KOK CHOONG	2,000	2,000	-	0.00
CHUA SEE HOCK	2,000	2,000	-	0.00
CHUA TING TING	2,000	2,000	-	0.00
CHUAH SEAK HWA	2,000	2,000	-	0.00
CHUAH YONG XUANG	2,000	2,000	-	0.00
CHUN LEAN SAN	2,000	2,000	-	0.00
DAVID NG PEI SHENG	2,000	2,000	-	0.00
DWEE WAI HA	2,000	2,000	-	0.00
EDDIE NORMAN VAZ	2,000	2,000	-	0.00
ENG BEE YONG	2,000	2,000	-	0.00
ENG CHUONG SHYUAN	2,000	2,000	-	0.00
ERIN PUNG XIU YI	2,000	2,000	-	0.00
FIONA TAN EI HWA	2,000	2,000	-	0.00
FONG TING HOOI	2,000	2,000	-	0.00
FOO NYEN FOH	2,000	2,000	-	0.00
FOO TUCK HENG	2,000	2,000	-	0.00
FOONG YOKE CHENG	2,000	2,000	-	0.00
FREDDIE NG CHUN KIT	2,000	2,000	-	0.00
GAN KAI LING	2,000	2,000	-	0.00
GAN WEI JIEH	2,000	2,000	-	0.00
GOH POH TIANG	2,000	2,000	-	0.00
HAH CHEE KEONG	2,000	2,000	-	0.00
HAH KIN KEONG	2,000	2,000	-	0.00
HAH LING HUI	2,000	2,000	-	0.00
HAH SHIAU HUI	2,000	2,000	-	0.00
HAW KAH HEE	2,000	2,000	-	0.00
HELEN SHIM	2,000	2,000	-	0.00
HEW YUEN HOAY	2,000	2,000	-	0.00
HIEW TEIK VOOI	2,000	2,000	-	0.00
HING PUI LEE	4,000	4,000	-	0.00
HO HWEE GEOK	2,000	2,000	-	0.00
HO LAI KHUAN	2,000	2,000	-	0.00
HOE HOCK KEAT	2,000	2,000	-	0.00
HOO CHING CHING	2,000	2,000	-	0.00
JOANNE CH’NG SUE IMM	2,000	2,000	-	0.00
KALIMUTHU A/L GOVINDASAMY	2,000	2,000	-	0.00
KENG SING HUAT	2,000	2,000	-	0.00
KENNETH NEO TERK CHERN	2,000	2,000	-	0.00

SS-21

KHOO JIN CHAO	2,000	2,000	-	0.00
KHOO KENG GIN	2,000	2,000	-	0.00
KHOO LAY CHENG	2,000	2,000	-	0.00
KHOO TENG CHEONG	2,000	2,000	-	0.00
KHOO WEI HAU	2,000	2,000	-	0.00
KHOO YUIH CHYUN	2,000	2,000	-	0.00
KHOR CHEE BOAY	2,000	2,000	-	0.00
KOH SIEW PING	2,000	2,000	-	0.00
KOK KWAI SUN	2,000	2,000	-	0.00
KOK WAI HIEN	2,000	2,000	-	0.00
KONG CHUN HERNG	2,000	2,000	-	0.00
KONG DING WEI	2,000	2,000	-	0.00
KU YING CHYE	2,000	2,000	-	0.00
LAI WENG KIN	2,000	2,000	-	0.00
LAM MEI KUEN	2,000	2,000	-	0.00
LAM WAN JOE	2,000	2,000	-	0.00
LAU KOK CHOY	2,000	2,000	-	0.00
LAW PENG MOOI	2,000	2,000	-	0.00
LAWRENCE TANG ZHI QIAN	2,000	2,000	-	0.00
LEAN SZE LU	2,000	2,000	-	0.00
LEE BEE PHENG	2,000	2,000	-	0.00
LEE BOON LONG	2,000	2,000	-	0.00
LEE CHAI THUAN	2,000	2,000	-	0.00
LEE CHEE HIAN	2,000	2,000	-	0.00
LEE CHIN KHOON	2,000	2,000	-	0.00
LEE CHOW LIN	2,000	2,000	-	0.00
LEE CHOW YOONG	4,000	4,000	-	0.00
LEE FOO YEE	2,000	2,000	-	0.00
LEE KIM GUAN	2,000	2,000	-	0.00
LEE SOOK CHENG	2,000	2,000	-	0.00
LEE WAI LING	2,000	2,000	-	0.00
LEE YAP HUNG	2,000	2,000	-	0.00
LEE YEAP KEONG	2,000	2,000	-	0.00
LEE YEOW THAI	2,000	2,000	-	0.00
LEONG MEI YING	2,000	2,000	-	0.00
LEONG PUI KEONG	2,000	2,000	-	0.00
LEONG YAO CHUAN	2,000	2,000	-	0.00
LEOW XUE YING	2,000	2,000	-	0.00
LIEW CHEE HOWE	2,000	2,000	-	0.00
LIEW CHING MOAY	2,000	2,000	-	0.00
LIEW KEE BOON	2,000	2,000	-	0.00
LIEW KEN KIEW	2,000	2,000	-	0.00
LIEW KHIN SIANG	2,000	2,000	-	0.00
LIEW YEAN KIM	2,000	2,000	-	0.00
LIM CHEE WAH	2,000	2,000	-	0.00
LIM CHENG KOOK	2,000	2,000	-	0.00
LIM GUAN JIE	2,000	2,000	-	0.00
LIM KAR PIN	2,000	2,000	-	0.00
LIM KOK SWEE	2,000	2,000	-	0.00
LIM MEA CHIAN	2,000	2,000	-	0.00
LIM MUI GEIK	2,000	2,000	-	0.00
LIM SEOW FON	4,000	4,000	-	0.00
LIM SIEW MOOI	2,000	2,000	-	0.00
LIM SWEE MIN	2,000	2,000	-	0.00
LIM TENG TENG	2,000	2,000	-	0.00
LIM YEOK LEAN	4,000	4,000	-	0.00

SS-22

LIM YOKE KHUAN	2,000	2,000	-	0.00
LIONG LENG TAI	2,000	2,000	-	0.00
LO TING KUAN	2,000	2,000	-	0.00
LOH NAN CHOON	2,000	2,000	-	0.00
LOH SIEW LING	2,000	2,000	-	0.00
LOH YE WAH	2,000	2,000	-	0.00
LOO MEI YONG	2,000	2,000	-	0.00
LOO YOOK PIN	2,000	2,000	-	0.00
LOOI SUET HUI	2,000	2,000	-	0.00
LOUIE XIN RU KIM	2,000	2,000	-	0.00
LOW CHIN KEE	2,000	2,000	-	0.00
MAK WAI YEN	2,000	2,000	-	0.00
MOO AI NAH	2,000	2,000	-	0.00
NG CHOR KUAN	2,000	2,000	-	0.00
NG KENG LEE	2,000	2,000	-	0.00
NG LEE MENG	2,000	2,000	-	0.00
NG LING LONG	2,000	2,000	-	0.00
NG MUN AIK	2,000	2,000	-	0.00
NG MUN SAN	2,000	2,000	-	0.00
NG WAI KEANG	2,000	2,000	-	0.00
NG WUAN SEAN	2,000	2,000	-	0.00
NGAN SIEOW HUI	2,000	2,000	-	0.00
NGAN WAN CHIN	2,000	2,000	-	0.00
NYEU HOOI PING	2,000	2,000	-	0.00
OH KENG YEANG	2,000	2,000	-	0.00
ONG BENG CHOO	2,000	2,000	-	0.00
ONG BOON PEI	2,000	2,000	-	0.00
ONG CHING CHUAN	2,000	2,000	-	0.00
ONG SAW CHOO	2,000	2,000	-	0.00
ONG YUN PING	2,000	2,000	-	0.00
OO AI MEE	2,000	2,000	-	0.00
OOI BOON SEONG	2,000	2,000	-	0.00
OOI BOON SHIEH	2,000	2,000	-	0.00
OOI CHARD SENG	2,000	2,000	-	0.00
OOI CHEONG HEAN	2,000	2,000	-	0.00
OOI GUAT HUA	2,000	2,000	-	0.00
HO LEE LEE	2,000	2,000	-	0.00
OOI HEOI SAN	2,000	2,000	-	0.00
OOI LEAN CHOO	2,000	2,000	-	0.00
OOI PEIK HOON	2,000	2,000	-	0.00
PARVEEN KAUR A/P AWTAR SINGH	2,000	2,000	-	0.00
PHUN CHOONG PHOOI	2,000	2,000	-	0.00
PIONG KOK CHONG	2,000	2,000	-	0.00
PONG POT NYONG	2,000	2,000	-	0.00
PUA CHEE KUAN	2,000	2,000	-	0.00
SAY HUEY SHIN	2,000	2,000	-	0.00
SEAK LAI GOON	2,000	2,000	-	0.00
SHU MEI CHIN	2,000	2,000	-	0.00
SOI MOI	2,000	2,000	-	0.00
SUBAGARAN A/L LETCHUMANAN	2,000	2,000	-	0.00
SUBRAMANIAM A/L A MUTHUKARAPAN	2,000	2,000	-	0.00
TAI CHOON YIN	2,000	2,000	-	0.00
TAM ING HAUR	2,000	2,000	-	0.00
TAN AEE @ TAN BOON SOON	2,000	2,000	-	0.00
TAN CHUN YONG	2,000	2,000	-	0.00

SS-23

TAN HIANG BOON	2,000	2,000	-	0.00
TAN HUI SIEW	2,000	2,000	-	0.00
TAN LEONG SENG	2,000	2,000	-	0.00
TAN PEE YING	2,000	2,000	-	0.00
TAN PEK YANG	2,000	2,000	-	0.00
TAN PENG TENG	2,000	2,000	-	0.00
TAN SIO FUI	2,000	2,000	-	0.00
TAN SOO NGOH	2,000	2,000	-	0.00
TAN SZE MIN	2,000	2,000	-	0.00
TAN TECK SENG	2,000	2,000	-	0.00
TANG KING HEOK	2,000	2,000	-	0.00
TANG YONG SENG	2,000	2,000	-	0.00
TEH SOON LAI	2,000	2,000	-	0.00
TENG SZE CHEW	2,000	2,000	-	0.00
TEOH SOAY ANG	2,000	2,000	-	0.00
TEONG AH MAI	2,000	2,000	-	0.00
TEY EE LAI	2,000	2,000	-	0.00
THEN FOO SING	2,000	2,000	-	0.00
THONG MEE MIN	2,000	2,000	-	0.00
TING AAI HONG	2,000	2,000	-	0.00
TIONG SIEW MING	2,000	2,000	-	0.00
TNEH HUN NGEE	2,000	2,000	-	0.00
TOH MUN YEW	2,000	2,000	-	0.00
WEE CHOY TENG	2,000	2,000	-	0.00
WEE HON CHUNG	2,000	2,000	-	0.00
WEE TEO WEI	2,000	2,000	-	0.00
WONG BOON TONG	2,000	2,000	-	0.00
WONG CHOY THAI	2,000	2,000	-	0.00
WONG HUN CHIAT	2,000	2,000	-	0.00
WONG LAI HWA	2,000	2,000	-	0.00
WONG MUN FONG	2,000	2,000	-	0.00
WONG SEET WAN	2,000	2,000	-	0.00
WONG SIEW MOH	2,000	2,000	-	0.00
WONG SWEE YEN	2,000	2,000	-	0.00
WONG YEE YING	2,000	2,000	-	0.00
WONG YOON MOOI	2,000	2,000	-	0.00
WONG YOON YIN	2,000	2,000	-	0.00
YAN LAI FONG	2,000	2,000	-	0.00
YANG HUI SHEE	2,000	2,000	-	0.00
YAP CHIN LEONG	2,000	2,000	-	0.00
YAP ENG KEONG	2,000	2,000	-	0.00
YAP ZHEN YU	2,000	2,000	-	0.00
YAU CHEW HUN	2,000	2,000	-	0.00
YEAP HOCK HIN	2,000	2,000	-	0.00
YEONG YIP HING	2,000	2,000	-	0.00
YONG MEI CHI	2,000	2,000	-	0.00
YONG WENG CHAN	2,000	2,000	-	0.00
YONG WENG KAM	2,000	2,000	-	0.00
LEE CHONG SENG	2,000	2,000	-	0.00
LEE CHEN WEI	2,000	2,000	-	0.00
HO YOKE FOON	2,000	2,000	-	0.00
TING YEE PING	2,000	2,000	-	0.00
MOHAMAD ANUAR BIN SAIDIN	2,000	2,000	-	0.00
YIP YUEN TAT	2,000	2,000	-	0.00
NG CHAU JEUN	2,000	2,000	-	0.00
NG AI REEN	2,000	2,000	-	0.00

SS-24

THAM WEI PING	2,000	2,000	-	0.00
PHANG KHAR WEI	1,983	1,983	-	0.00
TAN YIH MEAN	1,820	1,820	-	0.00
KOH HEE LIAN	1,500	1,500	-	0.00
LIEW YONG HUAT	1,500	1,500	-	0.00
KOR HUR CHEN	1,500	1,500	-	0.00
KAM YUEN YEE	1,320	1,320	-	0.00
YONG SIT FONG	1,100	1,100	-	0.00
TRICIA KONG YUN FUN	1,100	1,100	-	0.00
HOONG LI KUO	1,000	1,000	-	0.00
LEOW YIT WOON	1,000	1,000	-	0.00
LEE BEE CHENG	1,000	1,000	-	0.00
CHUA BOON BOON	1,000	1,000	-	0.00
LEE CHONG SOON	1,000	1,000	-	0.00
NGAN BEE KIAW	1,000	1,000	-	0.00
KHO KHENG SIONG	1,000	1,000	-	0.00
THEN SHWU WON	1,000	1,000	-	0.00
JEN HUI TEO	1,000	1,000	-	0.00
KOK HOONG CHEU	1,000	1,000	-	0.00
SHERN KWOK LIM	1,000	1,000	-	0.00
CHAI HWEE HU	1,000	1,000	-	0.00
LIM POH CHOON	1,000	1,000	-	0.00
FONG SIEW MOI	1,000	1,000	-	0.00
LEE CHUN WEI	1,000	1,000	-	0.00
YEE TUCK YEIN	1,000	1,000	-	0.00
TEH ENG LOON	1,000	1,000	-	0.00
HENG LEE KUAN	1,000	1,000	-	0.00
NG HUE BOON	1,000	1,000	-	0.00
CHIN WHY LEONG	1,000	1,000	-	0.00
CHEOK SOOK PENG	1,000	1,000	-	0.00
TEOH AI MUI	1,000	1,000	-	0.00
NG LAI CHOON	1,000	1,000	-	0.00
CHANG HUI CHIN	1,000	1,000	-	0.00
NG LEE LEE	1,000	1,000	-	0.00
KHAW HWEE YONG	1,000	1,000	-	0.00
LEE BEE HONG	1,000	1,000	-	0.00
WAN CHEN CHOK	1,000	1,000	-	0.00
CHAN KAH JUNE	1,000	1,000	-	0.00
CHEW SIEW ENG	1,000	1,000	-	0.00
SU WEI SIONG	1,000	1,000	-	0.00
TAN POH ENG	1,000	1,000	-	0.00
LAI YEW HONG	1,000	1,000	-	0.00
YEE TUCK LOONG	1,000	1,000	-	0.00
LEONG KANG WEI	1,000	1,000	-	0.00
ANG CHAN OOI	1,000	1,000	-	0.00
CHIA YIT MEI	1,000	1,000	-	0.00
KHAW GUAT HOON	1,000	1,000	-	0.00
LAI YEIN HONG	1,000	1,000	-	0.00
LOW YEONG KEONG	1,000	1,000	-	0.00
NG KHENG HANG	1,000	1,000	-	0.00
NGU CHANG YUAN	1,000	1,000	-	0.00
TAM WEI YEE	1,000	1,000	-	0.00
TAN YONG CHEN	1,000	1,000	-	0.00
NG GUAN HWA	1,000	1,000	-	0.00
YEOH CHE CHIAN	1,000	1,000	-	0.00
PEONG SIOW FONG	1,000	1,000	-	0.00
WON NGAR TENG	500	500	-	0.00

(1) Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

SS-25

SELLING STOCKHOLDERS PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when disposing of shares:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;

● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

● a combination of any of these methods of sale; and

● any other method permitted pursuant to applicable law.

The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a selling stockholder, rather than under this prospectus. The selling stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.

The selling stockholders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. 

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Rule 2710 requires members firms to satisfy the filing requirements of Rule 2710 in connection with the resale, on behalf of selling stockholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a Selling Stockholder intends to sell any of the shares registered for resale in this prospectus through a member of FINRA participating in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made with the Corporate Finance Department of FINRA and disclosing to FINRA the following:

● it intends to take possession of the registered securities or to facilitate the transfer of such certificates;

● the complete details of how the selling stockholders’ shares are and will be held, including location of the particular accounts;

● whether the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the selling stockholders, including details regarding any such transactions; and

● in the event any of the securities offered by the selling stockholders are sold, transferred, assigned or hypothecated by any Selling Stockholder in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of FINRA for review.

No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule 2710, in connection with the resale of the securities by the selling shareholders, which total compensation may not exceed 8%.

If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling stockholders will sell all or any portion of the shares offered under this prospectus.

We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling stockholder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur.

We and the selling stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the common stock offered in this offering and legal matters as to Nevada law will be passed upon for us by Loeb & Loeb LLP, New York, New York.

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AGAPE ATP CORPORATION

[                    ] Shares of Common Stock

PROSPECTUS

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these securities.

Until       , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter with respect to their unsold subscriptions.

The date of this prospectus is        , 2021

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate (except for SEC registration and FINRA filing fees, which are actual) of the approximate amount of the types of fees and expenses listed below that were paid or are payable by us in connection with the issuance and distribution of the shares of common stock to be registered by this registration statement.

Item	Amount to be paid
SEC registration fee	$
FINRA filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Transfer agent fees and expenses
Miscellaneous expenses
Total	$

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s directors and executive officers are indemnified as provided by the Nevada Revised Statutes and its Bylaws. These provisions state that the Company’s directors may cause the Company to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of the Company’s board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, The Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 15. RECENT SALE OF UNREGISTERED SECURITIES

No underwriter were involved in the issuance of the securities noted below. All of the securities issued below were deemed to be exempt from registration under the Securities Act in reliance upon Regulation S for offerings made outside of the United States.

● On April 5, 2017, the Company acquired Agape ATP Corporation, a company incorporated in Labuan, Malaysia.

● On April 10, 2017, the Company issued 245,000,000 and 70,000,000 shares of common stock to Mr. How Kok Choong and HKC Holdings Sdn Bhd respectively, each with a par value of $0.0001 per share, for total additional working capital of $31,500. HKC Holdings Sdn Bhd is owned and controlled by Mr. How Kok Choong who is our chief executive officer, chief operating officer, chairman of the board of Directors, Director and secretary.

● On May 8, 2020, the Company acquired approximately 99.99% of the issued share capital of Agape Superior Living Sdn Bhd, a company incorporated in Malaysia from Mr. How Kok Choong.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS

Exhibits

See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sells are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia, on October 6, 2021.

AGAPE ATP CORPORATION
By:	/s/ How Kok Choong
Name:	How Kok Choong
Title:	Director, Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Secretary (Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of How Kok Choong and Lee Kam Fan Andrew as attorneys-in-fact with full power of substitution for him or her in any and all capacities to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of common stocks of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ How Kok Choong	Chief Executive Officer, Chief Operating Officer, Director, Chairman of the Board of Directors and Secretary	October 6, 2021
How Kok Choong	(Principal Executive Officer)
/s/ Lee Kam Fan Andrew	Chief Financial Officer	October 6, 2021
Lee Kam Fan Andrew	(Principal Financial and Accounting Officer)
	Director
[           ]
	Director
[           ]
	Director
[           ]

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EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement*
3.1	Articles of Incorporation of the Registrant, as currently in effect
3.2	Bylaws of the Registrant, as currently in effect
3.3	Amended and Restated Articles of Incorporation of the Registrant (effective upon closing of the offering)*
3.4	Amended and Restated Bylaws of the Registrant (effective upon closing of the offering)*
4.1	Registrant’s Specimen Certificate for Common Stock*
4.2	Form of Underwriter’s Warrant*
5.1	Opinion of Loeb & Loeb LLP as to the legality of the shares*
10.1	ODM - Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited, dated January 15, 2018
10.2	Direct Sales Licence of Agape Superior Living Sdn. Bhd. issued by Ministry of Domestic Trade, dated April 20, 2018
10.3	Tenancy Agreement by and between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn. Bhd., dated April 20, 2018
10.4	Form of Lock-Up Agreement*
10.5	Employment Agreements with Mr. How Kok Choong*
10.6	Employment Agreements with [the Company’s CFO]*
10.7	Employment Agreements with [the Company’s COO]*
21.1	List of Subsidiaries of the Registrant
23.1	Consent of Friedman, LLP
23.3	Consent of [Independent Director Nominee]*
23.4	Consent of [Independent Director Nominee]*
23.5	Consent of [Independent Director Nominee]*
24.1	Power of Attorney (included on signature page)*

* To be filed by amendment.

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EX-3.1

Exhibit 3.1

 

EX-3.2

Exhibit 3.2

BY-LAWS

OF

Agape Atp Corporation

(a Nevada corporation)

ARTICLE I

CERTIFICATES OF STOCK

Section 1.    Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c) The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

Section 2.    Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.

Section 3.    Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

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Section 4.    Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

Section 5.    Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 6.    Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 1.    Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.

Section 2.    Stockholder Meetings.

(a) Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

(b) Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.

(c) Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

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(d) Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

(e) Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

(f) Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

(g) Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

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(h) Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.

(i) Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.

(j) Voting. Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

Section 3.    Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the provisions of Section 78.320 of the Nevada Revised Statutes.

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ARTICLE III

DIRECTORS

Section 1.    Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 2.    Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall not consist of less than 1 (one) person. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.

Section 3.    Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. 

Section 4.    Meetings. 

(a) Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

(b) Place. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

(c) Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

(d) Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

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(e) Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

(f) Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

Section 5.    Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.

Section 6.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 7.    Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 8.    Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.

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ARTICLE IV

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

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ARTICLE V

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed and initially be December 31, and shall be subject to change, by the Board of Directors.

ARTICLE VII

AMENDMENT

These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1.         That I am the duly elected and acting secretary of Agape Atp Corporation, a Nevada corporation; and

2.         That the foregoing Bylaws, comprising nine (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation by a Unanimous Written Consent dated as of June 1, 2016.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 1st day of June, 2016.

/s/ How Kok Choong

How Kok Choong

Secretary

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EX-10.1

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

EX-10.2

Exhibit 10.2

EX-10.3

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-21.1

Exhibit 21.1

List of Subsidiaries of the Registrant

Subsidiary	Place of Incorporation
Agape ATP Corporation	Malaysia
Agape Superior Living Sdn. Bhd.	Malaysia
Agape ATP International Holding Limited	Hong Kong
Wellness ATP International Holdings Sdn. Bhd.	Malaysia
Agape S.E.A. Sdn Bhd(1)	Malaysia

Note:

1. It is the Company’s equity at risk is insufficient to finance its activities. 100% of its business is transacted with Agape Superior Living Sdn. Bhd. The company is considered a VIE of Agape Superior Living Sdn. Bhd. as the latter is the primary beneficiary since it has the following characteristics:

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.

However, Agape S.E.A.’s impact to our consolidated financial statements constitute less than 1% of our total consolidated assets and Agape S.E.A. did not contribute any revenues for us.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement of Agape ATP Corporation on Form S-1 (Amendment No. 1) of our report dated March 31, 2021 with respect to our audits of Agape ATP Corporation and Subsidiaries as of December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the year ended December 31, 2020 and for the six-month period ended December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

/s/ Friedman LLP

New York, New York

October 6, 2021

XML

Cover	9 Months Ended
	Sep. 30, 2020
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No:1
Entity Registrant Name	AGAPE ATP CORPORATION
Entity Central Index Key	0001713210
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020		Dec. 31, 2019		Dec. 31, 2018
Current assets
Cash	$ 3,300,800	$ 3,517,600			$ 2,744,457
Accounts receivable		172,757
Accounts receivable – related party					520,786
Amount due from related parties	5,599	3,235			2,217
Inventories	490,275	589,814
Prepaid taxes	627,232	1,104,495
Prepayments and other assets	184,307	296,370			269,193
Total current assets	4,608,213	5,684,271			3,536,653
Other assets
Property and equipment, net	252,441	298,309
Intangible assets, net	4,649	5,826
Operating right-of-use assets	304,060	394,141
Investment in marketable securities	410,469	577,035			66,484
Investment in non-marketable securities	1,500	1,500			732,137
Deferred offering costs	263,685	249,525
Deferred tax assets, net	47,090
Total other assets	1,283,894	1,526,336			798,621
Total assets	5,892,107	7,210,607			4,335,274
Current liabilities
Accounts payable					2,790
Customer deposits	168,744	236,134
Operating lease liabilities	149,212	154,276
Other payables and accrued liabilities	505,550	647,677			77,246
Income tax payables	36,877
Accounts payable - related party		455			3,952
Total current liabilities	860,383	1,038,542			83,988
Other liabilities
Operating lease liabilities	157,396	241,488
Deferred tax liabilities		5,743
Total Non-current Liabilities	157,396	247,231
Total liabilities	1,017,779	1,285,773			83,988
Shareholders’ equity
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding
*Ordinary shares, no par value, 9,590,598 and 1,500,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively	37,645	37,645			37,628
Additional paid in capital	6,440,616	6,440,616			5,293,082
Retained earnings (accumulated deficit)	(1,710,318)	(734,443)			(1,089,209)
Accumulated other comprehensive income	106,385	181,016			9,785
Total shareholders’ equity	4,874,328	5,924,834	$ 4,027,306		4,251,286		$ 4,956,334
Total liabilities and shareholders’ equity	$ 5,892,107	$ 7,210,607			4,335,274
Agape Superior Living S D N B H D [Member]
Current assets
Cash			1,206,493		1,030,829		1,544,525
Other receivables			33,210		34,672		48,507
Other receivables - related parties			219,121		233,942		115,225
Inventories			616,880		552,901		137,553
Prepaid taxes			1,206,821		1,181,963		188,198
Prepayments and other assets			318,267		484,880		468,850
Prepayment - related party							214,701
Total current assets			3,600,792		3,519,187		2,717,559
Other assets
Property and equipment, net			325,648		364,604		429,620
Intangible assets, net			6,686		7,592		11,027
Deferred tax assets, net			172,250		234,797
Total other assets			504,584		606,993		440,647
Total assets			4,105,376		4,126,180		3,158,206
Current liabilities
Customer deposits			1,600,606		1,632,747		1,371,047
Other payables and accrued liabilities			209,096		252,902		968,547
Other payables - related parties					12,104		4,376
Accounts payable - related party			491,628		520,786
Total current liabilities			2,301,330		2,418,539		2,343,970
Other liabilities
Deferred tax liabilities							18,901
Total liabilities			2,301,330		2,418,539		2,362,871
Commitments and contingencies
Shareholders’ equity
*Ordinary shares, no par value, 9,590,598 and 1,500,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively			2,372,008	[1]	2,372,008	[1]	394,737	[2]
Retained earnings (accumulated deficit)			(542,428)		(740,004)		319,490
Accumulated other comprehensive income			(25,534)		75,637		81,108
Total shareholders’ equity			1,804,046		1,707,641		795,335
Total liabilities and shareholders’ equity			$ 4,105,376		$ 4,126,180		$ 3,158,206

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

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

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
VIE consolidated amount of cash and cash equivalents	$ 23,526	$ 37,387
VIE consolidated amount of prepaid taxes	4,982	11,330
VIE consolidated amount of deferred tax assets	7,985	0
VIE consolidated amount of other payables and accrued liabilities	$ 980	$ 1,904
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000	200,000,000
Preferred stock, shares outstanding	0	0	0
Preferred stock, shares issued	0	0	0
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000
Ordinary shares, shares outstanding	376,452,047	376,452,047	376,275,500
Ordinary shares, shares issued	376,452,047	376,452,047	376,275,500
Agape Superior Living S D N B H D [Member]
Ordinary shares, par value			$ 0
Ordinary shares, shares outstanding			9,590,598
Ordinary shares, shares issued			9,590,598

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
REVENUE	$ 303,786	$ 1,510,208			$ 605,566	$ 1,510,208		$ 3,434,561
REVENUE – RELATED PARTY		13,654				13,654	429,362	18,060	1,290,131
Net revenues	303,786	1,523,862			605,566	1,523,862	429,362	3,452,621	1,290,131
COST OF REVENUE	(35,623)	(471,554)			(113,214)	(471,554)	(383,479)	(775,855)	(1,200,829)
Gross profit	268,163	1,052,308			492,352	1,052,308	45,883	2,676,766	89,302
Operating expenses
SELLING	(100,838)	(108,894)			(216,952)	(109,356)		(376,582)	(7,846)
COMMISSION	(92,774)	(382,498)			(181,213)	(382,498)		(830,659)
GENERAL AND ADMINISTRATIVE	(361,862)	(514,724)			(724,008)	(673,778)	(312,270)	(1,627,660)	(396,048)
PROVISION FOR DOUBTFUL ACCOUNTS	(121,686)				(121,686)
TOTAL OPERATING EXPENSES	(677,160)	(1,006,116)			(1,243,859)	(1,165,632)	(312,270)	(2,834,901)	(403,894)
Income (loss) from operations	(408,997)	46,192			(751,507)	(113,324)	(266,387)	(158,135)	(314,592)
Other income
Other income, net	11,770	29,911			(48,546)	(23,785)	(4,153)	164,283	36,301
Loss from equity investment									(26,085)
Unrealized holding gain (loss) on marketable securities	(241,027)	145,204			(165,731)	126,666	(68,391)	350,137	(68,391)
Dividend income from marketable securities								160,062
Gain on deemed disposal of shares in Investee Company									16,509
Impairment loss in equity investment									(366,834)
Total other income, net	(229,257)	175,115			(214,277)	102,881	(72,544)	674,482	(408,500)
Income (loss) before income taxes	(638,254)	221,307			(965,784)	(10,443)	(338,931)	516,347	(723,092)
Provision for (benefits of) income taxes	(3,971)	(134,067)			(10,091)	(134,067)		(161,581)	6,965
Net income (loss)	(642,225)	87,240	$ (231,750)	$ 71,215	(975,875)	(144,510)	(338,931)	354,766	(716,127)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	(36,347)	28,042			(74,631)	35,812	9,864	171,231	11,079
Comprehensive income (loss)	$ (678,572)	$ 115,282			$ (1,050,506)	$ (108,698)	$ (329,067)	$ 525,997	$ (705,048)
(Loss) earnings per share
Basic and diluted	$ 0.00	$ 0.00			$ 0.00	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted	376,452,047	376,370,256			376,452,047	376,322,878	376,275,500	376,387,778	376,275,500
Agape Superior Living S D N B H D [Member]
REVENUE			1,241,252	1,214,600					$ 4,139,359	14,393,762
Net revenues			1,241,252	1,214,600					4,139,359	14,393,762
Cost of revenues			111,489	203,838					857,250	2,391,597
Gross profit			1,129,763	1,010,762					3,282,109	12,002,165
Operating expenses
Selling expenses			148,472	400,971					1,759,136	1,339,754
COMMISSION			(411,266)	(601,205)					(1,611,172)	(7,045,419)
Commission expenses			411,266	601,205					1,611,172	7,045,419
General and administrative expenses			325,029	313,170					1,307,715	1,083,717
Total operating expenses			884,767	1,315,346					4,678,023	9,468,890
Income (loss) from operations			244,996	(304,584)					(1,395,914)	2,533,275
Other income
Other income, net			2,688	(5,933)					20,175	37,280
Interest income			725	1,160					4,021	8,904
Total other income, net			3,413	(4,773)					24,196	46,184
Income (loss) before income taxes			248,409	(309,357)					(1,371,718)	2,579,459
Provision for (benefits of) income taxes			50,833	(57,232)					(312,224)	597,548
Net income (loss)			197,576	(252,125)					(1,059,494)	1,981,911
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment			(101,171)	2,460					(5,471)	2,460
Comprehensive income (loss)			$ 96,405	$ (249,665)					$ (1,064,965)	$ 1,984,371
(Loss) earnings per share
Basic and diluted			$ 0.02	$ (0.17)					$ (0.57)	$ 1.32
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted			9,590,598	1,500,000					1,854,656	1,500,000

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Common Stock [Member] Agape Superior Living S D N B H D [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Retained Earnings [Member] Agape Superior Living S D N B H D [Member]	AOCI Attributable to Parent [Member]	AOCI Attributable to Parent [Member] Agape Superior Living S D N B H D [Member]	Total	Agape Superior Living S D N B H D [Member]
Beginning balance, value at Dec. 31, 2017		$ 394,737			$ 1,630,045		$ 78,648		$ 2,103,430
Balance, shares at Dec. 31, 2017		1,500,000
Net loss					1,981,911				1,981,911
Foreign currency translation adjustment							2,460		2,460
Dividend distributions					(3,292,466)				(3,292,466)
Capital contributions by a shareholder, shares
Ending balance, value at Dec. 31, 2018	$ 37,628	$ 394,737	$ 5,293,082	$ (373,082)	319,490	$ (1,294)	81,108	4,956,334	795,335
Balance, shares at Dec. 31, 2018	376,275,500	1,500,000
Net loss					(252,125)			71,215	(252,125)
Foreign currency translation adjustment							9,555		9,555
Ending balance, value at Mar. 31, 2019		$ 394,737			67,365		90,663	5,024,352	552,765
Balance, shares at Mar. 31, 2019		1,500,000
Beginning balance, value at Dec. 31, 2018	$ 37,628	$ 394,737	5,293,082	(373,082)	319,490	(1,294)	81,108	4,956,334	795,335
Balance, shares at Dec. 31, 2018	376,275,500	1,500,000
Net loss				(716,127)	(1,059,494)			(716,127)	(1,059,494)
Foreign currency translation adjustment						11,079	(5,471)	11,079	(5,471)
Issuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd
ssuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd, shares
Capital contributions by a shareholder		$ 1,977,271							1,977,271
Capital contributions by a shareholder, shares		8,090,598
Ending balance, value at Dec. 31, 2019	$ 37,628	$ 2,372,008	5,293,082	(1,089,209)	(740,004)	9,785	75,637	4,251,286	1,707,641
Balance, shares at Dec. 31, 2019	376,275,500	9,590,598
Net loss				(231,750)	197,576			(231,750)	197,576
Foreign currency translation adjustment						7,770	(101,171)	7,770	(101,171)
Ending balance, value at Mar. 31, 2020	$ 37,628	$ 2,372,008	5,293,082	(1,320,959)	(542,428)	17,555	(25,534)	4,027,306	1,804,046
Balance, shares at Mar. 31, 2020	376,275,500	9,590,598
Beginning balance, value at Dec. 31, 2019	$ 37,628	$ 2,372,008	5,293,082	(1,089,209)	(740,004)	9,785	75,637	4,251,286	1,707,641
Balance, shares at Dec. 31, 2019	376,275,500	9,590,598
Net loss								(144,510)
Ending balance, value at Jun. 30, 2020	$ 37,644		6,350,574	(1,233,719)		45,597		5,200,096
Balance, shares at Jun. 30, 2020	376,438,194
Beginning balance, value at Dec. 31, 2019	$ 37,628	$ 2,372,008	5,293,082	(1,089,209)	(740,004)	9,785	75,637	4,251,286	1,707,641
Balance, shares at Dec. 31, 2019	376,275,500	9,590,598
Net loss				354,766				354,766
Foreign currency translation adjustment						171,231		171,231
Issuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd	$ 17		1,147,534					1,147,551
ssuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd, shares	176,547
Ending balance, value at Dec. 31, 2020	$ 37,645		6,440,616	(734,443)		181,016		5,924,834
Balance, shares at Dec. 31, 2020	376,452,047
Beginning balance, value at Mar. 31, 2020	$ 37,628	$ 2,372,008	5,293,082	(1,320,959)	$ (542,428)	17,555	$ (25,534)	4,027,306	$ 1,804,046
Balance, shares at Mar. 31, 2020	376,275,500	9,590,598
Net loss				87,240				87,240
Foreign currency translation adjustment						28,042		28,042
Issuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd	$ 16		1,057,492					1,057,508
ssuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd, shares	162,694
Ending balance, value at Jun. 30, 2020	$ 37,644		6,350,574	(1,233,719)		45,597		5,200,096
Balance, shares at Jun. 30, 2020	376,438,194
Beginning balance, value at Dec. 31, 2020	$ 37,645		6,440,616	(734,443)		181,016		5,924,834
Balance, shares at Dec. 31, 2020	376,452,047
Net loss				(333,650)				(333,650)
Foreign currency translation adjustment						(38,284)		(38,284)
Ending balance, value at Mar. 31, 2021	$ 37,645		6,440,616	(1,068,093)		142,732		5,552,900
Balance, shares at Mar. 31, 2021	376,452,047
Beginning balance, value at Dec. 31, 2020	$ 37,645		6,440,616	(734,443)		181,016		5,924,834
Balance, shares at Dec. 31, 2020	376,452,047
Net loss								(975,875)
Ending balance, value at Jun. 30, 2021	$ 37,645		6,440,616	(1,710,318)		106,385		4,874,328
Balance, shares at Jun. 30, 2021	376,452,047
Beginning balance, value at Mar. 31, 2021	$ 37,645		6,440,616	(1,068,093)		142,732		5,552,900
Balance, shares at Mar. 31, 2021	376,452,047
Net loss				(642,225)				(642,225)
Foreign currency translation adjustment						(36,347)		(36,347)
Ending balance, value at Jun. 30, 2021	$ 37,645		$ 6,440,616	$ (1,710,318)		$ 106,385		$ 4,874,328
Balance, shares at Jun. 30, 2021	376,452,047

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended			12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net (loss) income	$ (231,750)	$ 71,215	$ (975,875)	$ (144,510)	$ (338,931)	$ 354,766	$ (716,127)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation			38,179	17,716		55,407
Amortization			1,006	482		1,505
Amortization of operating right-of-use assets			75,387	32,756		106,561
Loss from equity investment							26,085
Dividend income from marketable securities						(160,062)
Gain on deemed disposal of shares in investee company							(16,509)
Impairment loss in equity investment							366,834
Unrealized holding (gain) loss on marketable securities			165,731	(126,666)	68,391	(350,137)	68,391
Deferred tax expense			(53,299)	134,067		178,329
Inventory write-down			36,636			0	0
Provision for doubtful accounts			121,686
Change in operating assets and liabilities
Accounts receivable			169,393	(322,547)		(165,149)
Accounts receivable – related party				(8,617)	(85,602)		(518,940)
Amount due from related parties						(2,417)	(2,210)
Accounts payable - related party					(35,086)		59
Inventories			80,969	206,540		78,674
Prepaid taxes			448,054	4,185		184,985
Prepayments and other assets			(15,120)	125,422	229,638	352,577	241,372
Prepayments and deposits – related party				(2,780)
Accounts payable				(2,802)	2,778	(2,804)	2,778
Customer deposits			(60,618)	(712,749)		(1,421,886)	(217,743)
Operating lease liabilities			(74,399)	(32,253)		(105,009)
Other payables and accrued liabilities			(129,355)	51,093	44,867	336,709	68,557
Income taxes payable			36,877				(6,965)
Net cash (used in) provided by operating activities			(134,748)	(780,664)	(113,945)	(557,951)	(704,418)
Cash flows from investing activities
Proceeds from sale of investment in marketable securities						121
Purchases of equipment			(1,220)			(4,734)
Purchase of intangible assets						(178)
Cash acquired through acquisition of Agape superior Living Sdn Bhd				1,210,818		1,210,818
Proceeds from sale of non-marketable securities to a related party	70,173			70,173		70,173
Investment in non-marketable securities							(1,500)
Net cash used in investing activities			(1,220)	1,280,991		1,276,200	(1,500)
Cash flows from financing activities
Deferred offering costs			(14,160)	(75,738)		(249,525)
Repayments from related parties						227,434	745
(Loans to) repayments from related parties			(2,428)	216,575			(5,318)
Net cash provided by (used in) financing activities			(16,588)	140,837		(22,091)	(4,573)
Effect of exchange rate on cash			(64,244)	42,043	815	76,985	2,031
Net change in cash			(216,800)	683,207	(113,130)	773,143	(708,460)
Cash, beginning of year	2,744,457	3,452,917	3,517,600	2,744,457	2,857,587	2,744,457	3,452,917
Cash, end of year			3,300,800	3,427,664	2,744,457	3,517,600	2,744,457	3,452,917
Supplemental cash flows information
Income taxes paid			249,583			288,929
Interest paid
Non-cash transactions of investing and financing activities
Changes in right-of-use assets and lease liabilities due to lease modifications			3,286
Initial recognition of right-of-use assets and lease liabilities				461,522		483,343
Sale of non-marketable securities to a related party in exchange for ASL				656,495
Issuance of common stock in exchange for acquisition payment of ASL				1,057,508
Unpaid balance due to a related party in connection with acquisition payment of ASL				90,043
Unpaid accrued liabilities on deferred offering costs				127,500
Amount transferred from investment in investee company to non-marketable securities							724,619
Sale of non-marketable securities to a related party in exchange for acquisition payment of Agape Superior Living Sdn Bhd						656,495
Issuance of common stock in exchange for acquisition of Agape Superior Living Sdn Bhd						1,147,551
Agape Superior Living S D N B H D [Member]
Cash flows from operating activities
Net (loss) income	197,576	(252,125)					(1,059,494)	1,981,911
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Depreciation	19,820	21,257					74,702	28,715
Amortization	494	1,621					6,077	5,709
Deferred taxes (benefit) provision	50,833	(57,232)					(250,822)	16,814
Loss on disposal of equipment	(739)
Deferred tax expense	50,833	(57,232)					(250,822)	16,814
Change in operating assets and liabilities
Accounts receivable	356	(28,520)
Other receivables	(849)						14,116	(49,702)
Accounts payable - related party		187,418					514,524	(525,666)
Inventories	(97,687)	(243,106)					(409,086)	988,613
Prepaid taxes	(93,672)	(421,370)					(980,082)	(652,413)
Prepayments and other assets	143,509	(49,875)					(11,514)	(332,774)
Prepayment - related party		217,163					214,100	(219,991)
Customer deposits	60,990	(352,708)					245,909	1,052,787
Other payables and accrued liabilities	(30,505)	(93,034)					(715,974)	393,937
Commission payables								(1,039,008)
Other payables - related parties	(11,757)
Net cash (used in) provided by operating activities	238,369	(1,070,511)					(2,357,544)	1,648,932
Cash flows from investing activities
Purchases of equipment		(760)					(6,502)	(455,786)
Purchase of intangible assets							(2,582)	(6,698)
Net cash used in investing activities		(760)					(9,084)	(462,484)
Cash flows from financing activities
Dividend distributions								(3,292,466)
Loans from related parties		485,526					1,961,091	807
(Loans to) repayments from related parties	1,773	37,244					(116,227)	652,919
Net cash provided by (used in) financing activities	1,773	522,770					1,844,864	(2,638,740)
Effect of exchange rate on cash	(64,478)	18,512					8,068	(13,003)
Net change in cash	175,664	(529,989)					(513,696)	(1,465,295)
Cash, beginning of year	1,030,829	1,544,525		$ 1,030,829		$ 1,030,829	1,544,525	3,009,820
Cash, end of year	1,206,493	1,014,536			$ 1,030,829		1,030,829	1,544,525
Supplemental cash flows information
Income taxes paid	93,672	123,892					995,494	1,047,473
Interest paid
Non-cash transactions of investing and financing activities
Capital contributions from a shareholder loan for additional shares issued							$ 1,977,271

XML

ORGANIZATION AND BUSINESS BACKGROUND

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

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 wholly owned subsidiary, Agape ATP Corporation, a Company organized in Labuan, Malaysia.

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited, 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., an entity incorporated in Malaysia.

Agape Superior Living Sdn. Bhd. (“ASL”) is a limited company incorporated on August 8, 2003, under the laws of 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. Upon the establishment of WATP, WATP starts collaborating with ASL to carry out its Wellness programs.

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 accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, Agape ATP Corporation (“AATP LB”), Agape ATP International Holding Limited (“AATP HK”), Wellness ATP International Holdings Sdn, Bhd. (“Wellness ATP”), Agape Superior Living Sdn. Bhd. (“ASL”) and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3).

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100	%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100	%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99	%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100	%

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Business Overview

Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated WATP. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

The Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

The ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.

1. ORGANIZATION AND BUSINESS BACKGROUND

Agape ATP Corporation, a Nevada corporation (“the Company” or “AATP US”) was incorporated under the laws of the State of Nevada on June 1, 2016.

Agape ATP Corporation operates through its wholly owned subsidiary, Agape ATP Corporation, a Company organized in Labuan, Malaysia.

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited, 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., an entity incorporated in Malaysia.

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

On September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn, Bhd., 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. Upon the establishment of WATP, WATP starts collaborating with ASL to carry out its Wellness programs.

The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company and its subsidiaries 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 accompanying consolidated financial statements reflect the activities of the Company, Agape ATP Corporation (“AATP LB”), Agape ATP International Holding Limited (“AATP HK”), Wellness ATP International Holdings Sdn, Bhd. (“WATP”), ASL and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3).

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100%

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1. ORGANIZATION AND BUSINESS BACKGROUND (CONT’D)

Business Overview

Agape ATP Corporation is a company that provides health and wellness products and health solution advisory services to our clients. The Company primarily focus its efforts on attracting customers in Malaysia. Its advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of modern medicine, proper nutrition and advice from skilled nutritionists and/or dieticians.

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company has successfully acquired approximately 99.99% of ASL by issuing 176,547 common shares for a total value of $1,147,551 and offset a loan receivable of $656,495 for a total consideration of $1,804,046, with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 15 years. ASL has been offering the Company’s ATP Zeta Health Program as part of its product lineup. As such, the acquisition creates synergy in the Company’s operation by boosting the Company’s retail and marketing capabilities. The newly acquired subsidiary allows the Company to fulfill its mission of “helping people to create health and wealth” by providing a financially rewarding business opportunity to distributors and quality products to distributors and customers who seek a healthy lifestyle.

The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated WATP. Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

The Company offers three series of programs which consist of different services and products: ATP Zeta Health Program, ÉNERGÉTIQUE and BEAUNIQUE.

The ATP Zeta Health Program is a health program designed to promote health and general wellbeing designed to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice from skilled dieticians as well as trained members and distributors.

The ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of the Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The BEAUNIQUE product series focuses on the research of our diet’s impact on modifying gene expressions in order to address genetic variations and deliver a nutrigenomic solution for every individual.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the period ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.

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)

Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, operating right-of-use assets, operating lease liabilities and uncertain tax position and impairment of investment in non-marketable securities. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Accounts receivable

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. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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, 2021 and December 31, 2020, no valuation allowance was recorded.

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)

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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, 2021 and 2020, the Company didn’t recognize any inventory write-downs. For the six months ended June 30, 2021 and 2020, the Company recognized inventory write-downs of $36,636 and $0, respectively.

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

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:

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

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed 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.

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)

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	5 years

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, 2021 and December 31, 2020, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

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.

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)

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 Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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 discounted value of unapplied 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) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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)

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 Health and Wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended June 30, 2021 and 2020, the Company recognized $4,115 and $61,368 as forfeited coupon income, respectively. For the six months ended June 30, 2021 and 2020, the Company recognized $11,226 and $61,368 as forfeited coupon income, respectively.

As of June 30, 2021, the Company had contracts for the sales of health and wellness products amounting to $68,550 which it is expected to fulfill within 12 months from June 30, 2021.

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,
	2021		2020		2021		2020
Survivor Select	$	24,415	$	35,994	$	37,641	$	35,994
Energized Mineral Concentrate		8,291		22,606		52,183		22,606
Ionized Cal-Mag		18,485		611,160		40,298		611,160
Omega Blend		89,066		162,543		185,361		162,543
Beta Maxx		55,943		11,434		89,800		11,434
Vege-Fruit Fiber		-		6,106		-		6,106
Iron		8,431		-		16,715		-
Young Formula		14,458		349,738		25,901		349,738
Organic Youth Care Cleansing Bar		2,990		28,805		2,990		28,805
Mitogize		70,148		4,711		106,843		4,711
Lipomask		4,279		8,420		8,401		8,420
Hyaluronic Acid Serum		1,362		55,721		3,353		55,721
Mousse Facial Cleanser		3,042		3,127		7,660		3,127
Trim+		2,223		223,497		22,674		223,497
Total revenues	$	303,133	$	1,523,862	$	599,820	$	1,523,862

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation section in person.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the three months ended June 30, 2021 and 2020, revenues from health and wellness services were $653 and $0 respectively. For the six months ended June 30, 2021 and 2020, revenues from health and wellness services were $5,746 and $0 respectively.

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)

Cost of revenue

Cost of revenue includes freight-in, the purchase cost of manufactured goods for sale to customers, and inventory write-downs. Cost of revenue amounted to $35,623 and $471,554 for the three months ended June 30, 2021 and 2020, respectively. Cost of revenue amounted to $113,214, including inventory write-downs of $36,636, and $471,554 for the six months ended June 30, 2021 and 2020, respectively.

Shipping and handling

Shipping and handling charges amounted to $2,990 and $2,555 for the three months ended June 30, 2021 and 2020, respectively. Shipping and handling charges amounted to $5,272 and $2,555 for the six months ended June 30, 2021 and 2020, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising costs

Advertising costs amounted to $8,721 and $2,882 for the three months ended June 30, 2021 and 2020, respectively. Advertising costs amounted to $16,658 and $2,882 for the six months ended June 30, 2021 and 2020, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Commission expenses

Commission expenses are the Company’s most significant 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 $92,774 and $ 382,498 for the three months ended June 30, 2021 and 2020, respectively. Commission expenses amounted to $181,213 and $382,498 for the six months  ended June 30, 2021 and 2020, respectively.

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 $27,067 and $23,710 for the three months ended June 30, 2021 and 2020, respectively. Total expenses for the plans were $53,034 and $23,710 for the six months ended June 30, 2021 and 2020, respectively.

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)

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. $395 in penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2021. No penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2020.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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). Other comprehensive 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.

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)

Non-controlling interest

Non-controlling interest mainly consists of approximately 0.01% (3 ordinary shares out of 9,590,599 shares) of the equity interests of ASL held by three individuals. The non-controlling interests are presented in the unaudited condensed 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 unaudited condensed 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. As of June 30, 2021 and December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying unaudited condensed consolidated financial statements.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2021 and 2020, there were no dilutive shares.

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 unaudited condensed consolidated statements of operations and comprehensive Income (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 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 unaudited condensed consolidated balance sheets.

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)

Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of
	June 30, 2021		December 31, 2020
Period-end MYR : US$1 exchange rate		4.15		4.02
Period-end HKD : US$1 exchange rate		7.77		7.75

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Period-average MYR : US$1 exchange rate		4.13		4.32		4.10		4.25
Period-average HKD : US$1 exchange rate		7.77		7.75		7.76		7.76

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 unaudited condensed 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.

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)

Leases

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.

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.

Recent accounting pronouncements

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

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

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)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Change of year end

On December 31, 2019, the Company changed its fiscal year end from June 30 to December 31. The consolidated financial statements consist of the unaudited financial data for the year ended December 31, 2019, which was derived from the six months audited financial statement ended December 31, 2019 and the interim financial statements for the six months ended June 30, 2019.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

Use of estimates

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

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Accounts receivable and accounts receivable – related party

Accounts receivable and accounts receivable – related party are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due on credit term. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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 December 31, 2020, and 2019, no valuation allowance was recorded.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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. As of December 31, 2020, and 2019, there are no inventories obsolescence reserves or write-downs.

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income taxes; and (ii) goods and service tax (“GST”) that is refundable.

Prepayments and deposits

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2020, and 2019, there is no allowance for the doubtful accounts.

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:

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

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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	5 years

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 December 31, 2020 and 2019, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

Investment in marketable equity securities

Prior to July 1, 2019, marketable securities included in investment in marketable equity securities (non-current) are stated at the lower of cost or market in the aggregate. Other marketable securities (non-current) are stated at the lower of cost or market in the aggregate and investments other than marketable equity securities in other investments (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

On July 1, 2019, the Company adopted 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 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

Prior to July 1, 2019, investments in non-marketable equity securities (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

On July 1, 2019, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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 discounted value of unapplied coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

Revenue recognition

On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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 substantial collection.

Prior to July 1, 2019, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from supplies of health and wellness products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded.

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption on July 1, 2019, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

Sales of Health and Wellness products

- Performance obligations satisfied at a point in time

On July 1, 2019, the Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods, which is generally similar to when its delivery has occurred prior to July 1, 2019 Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the years ended December 31, 2020 and 2019, the Company recognized $170,431 and $0 (unaudited) as forfeited coupon income. The Company did not earn any forfeited coupon income for the six months ended December 31, 2019.

As of December 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $116,541 which it is expected to fulfill within 12 months from December 31, 2020.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Disaggregated information of revenues by products are as follows:

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
			(Unaudited)
Survivor Select	$	149,897	$	-	$	-
Energized Mineral Concentrate		81,481		238,687		100,270
Ionized Cal-Mag		908,964		55,718		-
Omega Blend		495,567		137,752		68,927
BetaMaxx		156,550		191,246		67,789
Vege Fruit Fiber		1,755		-		-
Iron		133,389		-		-
Young Formula		653,631		117,453		-
Organic Youth Care Cleansing Bar		43,127		34,917		17,206
Mitogize		162,801		-		-
No. 1 MED		46,713		140,733		-
Energetique		253,396		174,808		175,170
Trim+		365,350		198,817		-
Total revenues	$	3,452,621	$	1,290,131	$	429,362

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the year ended December 31, 2020, revenues from health and wellness services are immaterial to the Company’s consolidated statements of operations and comprehensive income (loss). The Company did not earn any revenues from health and wellness services for the year ended December 31, 2019 and for the six months ended December 31, 2019.

Cost of revenue

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Shipping and handling

Shipping and handling charges amounted to $9,315 and $0 for the years ended December 31, 2020 and 2019, respectively. There was no shipping and handling charges for the six months ended December 31, 2019. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising costs

Advertising costs amounted to $14,339 and $0 for the years ended December 31, 2020 and 2019, respectively. There were no advertising costs for the six months ended December 31, 2019. Advertising costs are expensed as incurred and included in selling expenses.

Commission expenses

Commission expenses are the Company’s most significant 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 $830,659 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There were no commission expenses for the six months ended December 31, 2019.

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 $75,802 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There was no defined contribution plan expenses for the six months ended December 31, 2019.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income taxes for the years ended December 31, 2020 and 2019. No penalties and interest incurred related to underpayment of income taxes for the six months ended December 31, 2019.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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). Other comprehensive 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

Non-controlling interest mainly consists of approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals. 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. As of December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying consolidated financial statements.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2020 and 2019, there were no dilutive shares. There was no dilutive shares for the six months ended December 31, 2019.

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 Income (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 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
	December 31, 2020		December 31, 2019
Period-end MYR : US$1 exchange rate		4.02		4.09
Period-end HKD : US$1 exchange rate		7.75		7.79

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
Period-average MYR : US$1 exchange rate		4.20		4.14		4.16
Period-average HKD : US$1 exchange rate		7.76		7.84		7.83

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

Effective July 1, 2019, 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 adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. There is no impact from the adoption of ASC 842 as of July 1, 2019, as the Company did not have any existing leases with a lease term in excess of twelve months on July 1, 2019.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the adoption date of July 1, 2019 or the commencement date, whichever is earlier, 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.

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.

Recent accounting pronouncements

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

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its consolidated financial statements.

Superior Living SDN. BHD. [Member]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. Therefore, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2019 and 2018.

Principles of Consolidation

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

Use of Estimates and Assumptions

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, and allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates.

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

● Level 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.

Foreign Currency Translation and Transaction

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

Translation adjustments included in accumulated other comprehensive (loss) income amounted to $(25,534) and $75,637 as of March 31, 2020 and December 31, 2019, respectively. The balance sheet amounts, with the exception of shareholders’ equity at March 31, 2020 and December 31, 2019 were translated at 4.33 RM and 4.09 RM to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of operations and comprehensive income (loss) accounts for the three months ended March 31, 2020 and 2019 were 4.21 RM and 4.08 RM to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

Cash

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

Inventories

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

Prepaid Taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

Prepayments and Other Assets

Prepayments and other assets are cash deposited or advanced to outside vendors and service providers for future inventory purchases and future services to be provided. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be utilized, collected or refunded, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2020 and December 31, 2019, there is no allowance for the doubtful accounts.

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:

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

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

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	5 years

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 March 31, 2020 and December 31, 2019, no impairment of long-lived assets was recognized.

Customer Deposits

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilized the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended March 31, 2020 and 2019, the Company recognized $25,836 and $0, respectively, as forfeited coupon income.

As of March 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $1,420,392 which is expected to fulfill within 12 months from March 31, 2020.

Disaggregated information of revenues by products are as follows:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Survivor Select	$	150,120	$	23,382
Energized Mineral Concentrate		133,529		111,899
Ionized Cal-Mag		39,353		13,912
Omega Blend		299,007		385,001
BetaMaxx		165,187		42,549
Vege Fruit Fiber		66,286		23,520
Iron		6,810		-
Young Formula		30,093		213,300
Organic Youth Care Cleansing Bar		19,304		53,747
Mitogize		111,632		58,060
No. 1 MED		66,156		102,348
Energetique		139,604		-
Trim+		14,171		186,882
Total revenues	$	1,241,252	$	1,214,600

Cost of Revenues

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

Shipping and Handling

Shipping and handling charges amounted to $931 and $6,276 for the three months ended March 31, 2020 and 2019, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising Costs

Advertising costs amounted to $23,740 and $49,232 for the three months ended March 31, 2020 and 2019, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Commission Expenses

Commission expenses are the Company’s most significant 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 $411,266 and $601,205 for the three months ended March 31, 2020 and 2019, respectively.

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 $26,033 and $35,894 for the three months ended March 31, 2020 and 2019, respectively.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

Operating Leases

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

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the three months ended March 31, 2020 and 2019. The tax returns filed in 2017 to 2019 are subject to examination by any applicable tax authorities

Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). 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.

Related Parties

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

Earnings (Loss) Per Share

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates and Assumptions

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

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

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

The three levels are defined as follow:

● Level 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.

Foreign Currency Translation and Transaction

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

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

Cash

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

Inventories

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

Prepaid Taxes

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

Prepayments and Other Assets

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

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:

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

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

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	5 years

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 December 31, 2019 and 2018, no impairment of long-lived assets was recognized.

Customer Deposits

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

Revenue Recognition

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

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

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

Disaggregated information of revenues by products are as follows:

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

Cost of Revenues

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

Shipping and Handling

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

Advertising Costs

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

Commission Expenses

Commission expenses are the Company’s most significant 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. The Company also pays commissions to “stockists” who act as sales agents. Stockists only entitle to a straight commission and no sales network members working under them. Commission expenses amounted to $1,611,172 and $7,045,419 for the years ended December 31, 2019 and 2018, respectively.

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 $129,669 and $92,022 for the years ended December 31, 2019 and 2018, respectively.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% or 13% based on employee’s monthly salary above or below RM 5,000;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

Operating Leases

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

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

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

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

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

Comprehensive Income (Loss)

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

Related Parties

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

Earnings (Loss) Per Share

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

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VARIABLE INTEREST ENTITY (“VIE”)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

VARIABLE INTEREST ENTITY (“VIE”)

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. Its equity at risk was insufficient to finance its activities and 100% of its business is transacted with ASL. Therefore it was considered to be a VIE and ASL is the primary beneficiary since it has both of the following characteristics:

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 unaudited condensed financial statements.

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”) (Continued)

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

	June 30, 2021			December 31, 2020
Current assets	$	28,508		$	48,717
Other assets		7,985			-
Current liabilities		(51,028	)		(53,573	)
Net deficit	$	(14,535	)	$	(4,856	)

	June 30, 2021			December 31, 2020
Current assets:
Cash and cash equivalents	$	23,526		$	37,387
Prepaid taxes		4,982			11,330
Total current assets		28,508			48,717
Other asset – Deferred tax asset		7,985			-
Total assets	$	36,493		$	48,717
Current liabilities:
Accounts payable – intercompany	$	50,048		$	51,669
Other payables and accrued liabilities		980			1,904
Total current liabilities		51,028			53,573
Net deficit	$	(14,535	)	$	(4,856	)

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

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Operating revenues	$			$	129,492		$	-		$	129,492
Gross profit	$			$	1,373		$	-		$	1,373
Loss from operations	$	(5,019	)	$	(3,749	)	$	(11,967	)	$	(3,749	)
Net income (loss)	$	1,912		$	(18,139	)	$	(9,949	)	$	(18,139	)

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 all of ASL’s purchases. Its equity at risk was insufficient to finance its activities and 100% of its business is transacted with ASL. Therefore, it was considered to be a VIE and ASL is the primary beneficiary since it has both of the following characteristics:

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:

	December 31, 2020
Current assets	$	48,717
Current liabilities		(53,573	)
Net deficit	$	(4,856	)

	December 31, 2020
Current asset:
Cash and cash equivalents	$	37,387
Prepaid taxes		11,330
Total current assets	$	48,717
Current liabilities:
Other payables and accrued liabilities	$	1,904
Other payables – intercompany		51,669
Total current liabilities	$	53,573

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3. VARIABLE INTEREST ENTITY (“VIE”) (CONT’D)

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

	For the Year Ended December 31, 2020
Operating revenues	$	346,907
Gross profit	$	4,442
Loss from operations	$	(10,752	)
Net loss	$	(24,014	)

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

VARIABLE INTEREST ENTITY (“VIE”)

3 – VARIABLE INTEREST ENTITY (“VIE”)

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

a.	The 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 unaudited condensed financial statements.

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

	March 31, 2020			December 31, 2019
Current assets	$	514,203		$	572,469
Current liabilities		(495,419	)		(547,627	)
Net assets	$	18,784		$	24,842

	March 31, 2020		December 31, 2019
Current liabilities:
Accounts payable	$	491,628	$	520,786
Other payables and accrued liabilities		3,408		4,896
Other payables - related party		346		993
Customer deposits		-		20,912
Taxes payable		37		40
Total current liabilities	$	495,419	$	547,627

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

	For the Three Months Ended March 31, 2020			For the Three Months Ended March 31, 2019
Operating revenues	$	9,581		$	448,401
Gross profit (loss)	$	190		$	(1,755	)
Loss from operations	$	(4,770	)	$	(7,133	)
Net loss	$	(4,803	)	$	(14,168	)

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

VARIABLE INTEREST ENTITY (“VIE”)

3 - VARIABLE INTEREST ENTITY (“VIE”)

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

a.	The 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 are consolidated in the accompanying consolidated financial statements.

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

	December 31, 2019			December 31, 2018
Current assets	$	572,469		$	243,766
Current liabilities		(547,627	)		(216,187	)
Net assets	$	24,842		$	27,579

	December 31, 2019		December 31, 2018
Current liabilities:
Accounts payable	$	520,786	$	-
Other payables and accrued liabilities		4,896		978
Other payables - related party		993		984
Customer deposits		20,912		214,199
Taxes payable		40		26
Total current liabilities	$	547,627	$	216,187

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

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

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BUSINESS COMBINATION

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATION

4. BUSINESS COMBINATION

On May 8, 2020, the Company entered into a Share Exchange Agreement (“SPA”) 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 ASL, an entity incorporated in Malaysia. Pursuant to the SPA, as amended on July 1, 2020, Mr. How will receive an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the Consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) allotment and issuance of common stock of the Company. The Company shall allot and issue 176,547 shares of the Company’s common stock, par value $0.0001, representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020. In 2020, the Company has issued all 176,547 shares of the Company’s common stock.

The Company’s acquisition of ASL was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of ASL based upon the carrying value of the identifiable assets acquired and liabilities assumed on April 1, 2020 as ASL was under the common control of Mr. How.

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities	$	2,301,330
Total net assets acquired	$	1,804,046

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. BUSINESS COMBINATION (Continued)

The following unaudited pro forma combined results of operations presents the Company’s financial results as if the acquisition of ASL had been completed on January 1, 2020. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that the Company would have recognized had it completed the transaction on January 1, 2020. Future results may vary significantly from the results in this pro forma information because of future events and transactions, as well as other factors.

	For the Six Months Ended
	June 30, 2020
Revenue	$	2,765,114
Cost of revenue		(571,407	)
Gross profit		2,193,707
Total operating expenses		(2,055,016	)
Income from operations		138,691
Other income, net		110,912
Income before income taxes		249,603
Provision for income taxes		(184,900	)
Net income	$	64,703
Net income per common share - basic and diluted	$	0.00
Weighted average number of common shares outstanding - basic and diluted		376,452,047

4. BUSINESS COMBINATION

On May 8, 2020, the Company entered into a Share Exchange Agreement (“SPA”) 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 ASL, an entity incorporated in Malaysia. Pursuant to the SPA, as amended on July 1, 2020, Mr. How will receive an aggregate consideration of $1,804,046, which was determined based on the net asset carrying value of ASL as at March 31, 2020. The aggregate consideration shall be satisfied by (i) the offset of the Consideration whereby the Company has a loan receivable of $656,495 as of March 31, 2020 due from Mr. How; and (ii) allotment and issuance of common stock of the Company. The Company shall allot and issue 176,547 shares of the Company’s common stock, par value $0.0001, representing approximately 0.0469% of the total issued and outstanding shares in the Company after the issuance of the Shares, which is valued at $1,147,551 based on the closing price of $6.50 of the Company as quoted on the OTC Market on March 31, 2020. As of December 31, 2020, the Company has issued all 176,547 shares of the Company’s common stock.

The Company’s acquisition of ASL was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of ASL based upon the carrying value of the identifiable assets acquired and liabilities assumed on April 1, 2020 as ASL was under the common control of Mr. How.

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities		2,301,330
Total net assets acquired		1,804,046

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. BUSINESS COMBINATION (CONT’D)

The following unaudited pro forma combined results of operations presents the Company’s financial results as if the acquisition of ASL had been completed on January 1, 2019. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may result from the consolidation of operations. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations that the Company would have recognized had we completed the transaction on January 1, 2019. Future results may vary significantly from the results in this pro forma information because of future events and transactions, as well as other factors.

	For the Year Ended			For the Year Ended			For the Six Months Ended
	December 31, 2020			December 31, 2019			December 31, 2019
Revenue	$	4,693,873		$	4,160,820		$	2,246,458
Cost of revenue		(875,708	)		(789,409	)		(479,410	)
Gross profit		3,818,165			3,371,411			1,767,048
Total operating expenses		(3,839,184	)		(5,081,917	)		(2,468,902	)
Income (loss) from operations		(21,019	)		(1,710,506	)		(701,854	)
Other income (expense), net		267,633			(384,304	)		(146,649	)
Income (loss) before income taxes		246,614			(2,094,810	)		(848,503	)
Benefit of (provision for) income taxes		(212,414	)		319,189			117,009
Net income (loss)	$	34,200		$	(1,775,621	)	$	(731,494	)
Net income (loss) per common share - basic and diluted		0.00			0.00			0.00
Weighted average number of common shares outstanding - basic and diluted	$	376,452,047		$	376,452,047		$	376,452,047

5. CASH AND CASH EQUIVALENTS

As of December 31, 2020, and 2019 the Company has $3,517,600 and $2,744,457, respectively, of cash and cash equivalents, which consists of $1,112,147 and $238,937, respectively, of cash in banks and $2,391,182 and $2,505,520, respectively, of time deposits placed with banks or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The effective interest rate for the time deposits ranges between 2.95% to 3.25% per annum.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

XML

CASH AND CASH EQUIVALENTS

6 Months Ended

Jun. 30, 2021

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

5. CASH AND CASH EQUIVALENTS

As of June 30, 2021 and December 31, 2020 the Company has $3,300,800 and $3,517,600, respectively, of cash and cash equivalents, which consists of $1,215,004 and $1,112,147, respectively, of cash in banks and $2,077,345 and $2,391,182, respectively, of time deposits placed with banks or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The effective interest rate for the time deposits for ranged between 1.80% to 2.15% per annum for the three and six months ended June 30, 2021. The effective interest rate for the time deposits for ranged between 2.95% to 3.25% per annum for the three and six months ended June 30, 2020.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

XML

ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2021

Credit Loss [Abstract]

ACCOUNTS RECEIVABLE

6. ACCOUNTS RECEIVABLE

	As of June 30, 2021		As of December 31, 2020
Accounts receivable	$	-	$	172,757
Allowance for doubtful accounts		-		-
Total	$	-	$	172,757

XML

INVENTORIES

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

INVENTORIES

7. INVENTORIES

Inventories consist of the following:

	As of June 30, 2021		As of December 31, 2020
Finished goods	$	490,275	$	589,814

For the three months ended June 30, 2021 and 2020, the Company didn’t recognize any inventory write-down. For the six months ended June 30, 2021 and 2020, the Company recognized inventory write-down of $36,636 and $0, respectively.

7. INVENTORIES

Inventories consist of the following:

	As of December 31, 2020		As of December 31, 2019
Finished goods	$	589,814	$	-

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

INVENTORIES

4 – INVENTORIES

Inventories consist of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	616,880	$	552,901

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

INVENTORIES

4- INVENTORIES

Inventories consist of the following:

	December 31, 2019		December 31, 2018
Finished goods	$	552,901	$	137,553

XML

PREPAYMENTS AND DEPOSITS

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Prepayments And Deposits

PREPAYMENTS AND DEPOSITS

8. PREPAYMENTS AND DEPOSITS

	As of June 30, 2021			As of December 31, 2020
Receivables from sales distributors	$	32,820		$	35,302
Deposits to suppliers		273,109			261,068
Subtotal		305,929			296,370
Less: Provision for doubtful accounts		(121,622	)		-
Total	$	184,307		$	296,370

Movements of allowance for doubtful accounts are as follows:

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021			For the Year End December, 31, 2020
Beginning balance	$	-		$	-		$	-
Addition		121,686			121,686			-
Write off		-			-			-
Exchange rate effect		(64	)		(64	)		-
Ending balance	$	121,622		$	121,622		$	-

8. PREPAYMENTS AND DEPOSITS

	As of December 31, 2020		As of December 31, 2019
Prepaid expenses	$	-	$	2,641
Receivables from sales distributors		35,302		-
Deposits to suppliers		261,068		266,552
Total	$	296,370	$	269,193

XML

PROPERTY AND EQUIPMENT, NET

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

PROPERTY AND EQUIPMENT, NET

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer and office equipment	$	80,087		$	81,437
Furniture & fixtures		122,984			126,966
Leasehold improvements		203,894			210,496
Vehicle		99,347			102,564
Subtotal		506,312			521,463
Less: accumulated depreciation		(253,871	)		(223,154	)
Total	$	252,441		$	298,309

Depreciation expense for the three months ended June 30, 2021 and 2020 amounted to $19,009 and $17,716, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 amounted to $38,179 and $17,716, respectively.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer and office equipment	$	81,437		$	-
Furniture & fixtures		126,966			-
Leasehold improvements		210,496			-
Vehicle		102,564			-
Subtotal		521,463			-
Less: accumulated depreciation		(223,154	)		-
Total	$	298,309		$	-

Depreciation expense for the years ended December 31, 2020 and 2019 amounted to $55,407 and $- (unaudited), respectively. There was no depreciation expense for the six months ended December 31, 2019.

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

PROPERTY AND EQUIPMENT, NET

6 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	March 31, 2020			December 31, 2019
Computer equipment	$	70,895		$	91,696
Office equipment, furniture & fixtures		117,691			143,938
Leasehold improvements		195,117			210,472
Vehicle		95,071			100,709
Subtotal		478,774			546,815
Less: accumulated depreciation		(153,126	)		(182,211	)
Total	$	325,648		$	364,604

Depreciation expense for the three months ended March 31, 2020 and 2019 amounted to $19,820 and $21,257, respectively.

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

PROPERTY AND EQUIPMENT, NET

6 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

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

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

XML

INTANGIBLE ASSETS, NET

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

INTANGIBLE ASSETS, NET

10. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer software	$	34,678		$	35,801
Less: accumulated amortization		(30,029	)		(29,975	)
Total	$	4,649		$	5,826

Amortization expense for the three months ended June 30, 2021 and 2020 amounted to $496 and $482, respectively. Amortization expense for the six months ended June 30, 2021 and 2020 amounted to $1,006 and $482, respectively.

10. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer software	$	35,801		$	-
Less: accumulated amortization		(29,975	)		-
Total	$	5,826		$	-

Amortization expense for the years ended December 31, 2020 and 2019 amounted to $1,505 and $0 (unaudited), respectively. There was no amortization expense for the six months ended December 31, 2019.

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

INTANGIBLE ASSETS, NET

7 – INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	March 31, 2020			December 31, 2019
Computer software	$	33,012		$	139,798
Less: accumulated amortization		(26,326	)		(132,206	)
Total	$	6,686		$	7,592

Amortization expense for the three months ended March 31, 2020 and 2019 amounted to $494 and $1,621, respectively.

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

INTANGIBLE ASSETS, NET

7 - INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

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

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

XML

INVESTMENT IN MARKETABLE SECURITIES

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment In Marketable Securities

INVESTMENT IN MARKETABLE SECURITIES

11. INVESTMENT IN MARKETABLE SECURITIES

(i)	On May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $500,000 at a purchase price of $6 per share.
(ii)	On July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $125 at a purchase price of $6.2613 per share.
(iii)	On October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $1,000 at a purchase price of $0.03 per share.
(iv)	On November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss Inc. for $76,671 at fair value of $11.50 per share from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares.
(v)	On December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss Inc. for $83,315 at fair value of $5 per share from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares.

	As of June 30, 2021			As of December 31, 2020
Cost of investment	$	577,035		$	66,484
Dividend income from Greenpro Capital Corp.		-			160,062
Unrealized holding (loss) gain		(165,731	)		350,137
Exchange rate effect		(835	)		352
Investment in marketable securities	$	410,469		$	577,035

11. INVESTMENT IN MARKETABLE SECURITIES

(i)	On May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $500,000 at a purchase price of $6 per share.
(ii)	On July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $125 at a purchase price of $6.2613 per share.
(iii)	On October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $1,000 at a purchase price of $0.03 per share.
(iv)	On November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss, Inc. for $76,671 at fair value of $11.50 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares
(v)	On December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss, Inc. for $83,315 at fair value of $5.00 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.’s shares.

	As of December 31, 2020		As of December 31, 2019
Cost of investment	$	66,484	$	134,166
Dividend income from Greenpro Capital Corp.		160,062		-
Unrealized holding gain (loss)		350,137		(68,391	)
Exchange rate effect		352		709
Investment in marketable securities	$	577,035	$	66,484

XML

INVESTMENT IN NON-MARKETABLE SECURITIES

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment In Non-marketable Securities

INVESTMENT IN NON-MARKETABLE SECURITIES

12. INVESTMENT IN NON-MARKETABLE SECURITIES

The Company invested in Unreserved Sdn Bhd with the investment amount of $863,592 (RM 3,500,000), which approximated 20% of the equity interest of Unreserved Sdn Bhd and is accounted for under the equity method of accounting. On March 10, 2019, Unreserved Sdn Bhd issued additional common stock for working capital. As the Company did not subscribe for the additional common stock, the Company’s equity interest in investee company was diluted from approximately 20.0% to approximately 17.86%. Effective from March 10, 2019, the Company discontinued equity accounting on the investee company. The Company also ceased control over the operations of the investee company on the same date. Accordingly, the investment in investee company was reclassified to investment in non-marketable securities.

Unreserved Sdn Bhd was incorporated in Malaysia with 2,500,000 ordinary shares authorized, issued and outstanding. Mr. Lim Hun Soon @ David Lim and Ms. Aniza Helina Akmi Karim are the directors of Unreserved Sdn Bhd. Mr. How Kok Choong was a director of the company from April 30, 2018 to March 27, 2019.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

12. INVESTMENT IN NON-MARKETABLE SECURITIES (Continued)

On March 3, 2020, the Company agreed to sell the 17.86% ownership interest in Unreserved Sdn Bhd at the December 31, 2019 carrying value of $730,637 to Mr. How Kok Choong, the CEO and director of the Company. The Company received proceeds of $70,173, and had an amount due from director of $660,464 at March 31, 2020. In May 2020, the entire outstanding balance was settled as part of the consideration in a transaction which the Company had acquired the CEO’s ownership interest of Agape Superior Living Sdn. Bhd.

On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. for $1,500 at purchase price of $0.0001 per share.

Unreserved Sdn Bhd	As of June 30, 2021		As of December 31, 2020
Investment in non-marketable securities	$	-	$	730,637
Less: Sale of investment in non-marketable securities		-		(730,637	)
Investment in non-marketable securities	$	-	$	-
Phoenix Plus Corporation
Cost of investment	$	1,500	$	1,500
Total	$	1,500	$	1,500

12. INVESTMENT IN NON-MARKETABLE SECURITIES

The Company invested in Unreserved Sdn Bhd with the investment amount of $863,592 (RM 3,500,000), which approximated 20% of the equity interest of Unreserved Sdn Bhd and is accounted for under the equity method of accounting. On March 10, 2019 Unreserved Sdn Bhd issued additional common stock for working capital. As the Company did not subscribe for the additional common stock, the Company’s equity interest in investee company was diluted from approximately 20.0% to approximately 17.86%. Effective from March 10, 2019, the Company discontinued equity accounting on the investee company. The Company also ceased control over the operations of the investee company on the same date. Accordingly, the investment in investee company was reclassified to investment in non-marketable securities.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

12. INVESTMENT IN NON-MARKETABLE SECURITIES (CONT’D)

Unreserved Sdn Bhd was incorporated in Malaysia with 2,500,000 ordinary shares authorized, issued and outstanding. Mr. Lim Hun Soon @ David Lim and Ms. Aniza Helina Akmi Karim are the directors of Unreserved Sdn Bhd. Mr. How Kok Choong was a director of the company from April 30, 2018 to March 27, 2019.

On March 3, 2020, the Company agreed to sell the 17.86% ownership interest in Unreserved Sdn Bhd at the December 31, 2019 carrying value of $730,637 to Mr. How Kok Choong, the CEO and director of the Company. The Company received proceeds of $70,173, and had an amount due from director of $660,464 at March 31, 2020. In May 2020, the entire outstanding balance was settled as part of the consideration in a transaction which the Company had acquired the CEO’s ownership interest of Agape Superior Living Sdn. Bhd.

On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. for $1,500 at purchase price of $0.0001 per share.

Unreserved Sdn Bhd	As of December 31, 2020			As of December 31, 2019
Investment in non-marketable securities	$	730,637		$	730,637
Less: Sale of investment in non-marketable securities		(730,637	)		-
Investment in non-marketable securities	$	-		$	730,637
Phoenix Plus Corporation
Cost of investment	$	1,500		$	1,500
Total investment in non-marketable securities	$	1,500		$	732,137

XML

OTHER PAYABLES AND ACCRUED LIABILITIES

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

OTHER PAYABLES AND ACCRUED LIABILITIES

13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of June 30, 2021		As of December 31, 2020
Professional fees	$	151,269	$	297,636
Promotion expenses		36,259		37,433
Payroll		22,730		23,976
Commissions		231,603		224,711
Others		63,689		63,921
Total	$	505,550	$	647,677

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

13. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31, 2020		As of December 31, 2019
Professional fees	$	297,636	$	58,594
Promotion expenses		37,433		-
Payroll		23,976		-
Commission		224,711		-
Others		63,921		18,652
Total	$	647,677	$	77,246

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

OTHER PAYABLES AND ACCRUED LIABILITIES

8 – OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	March 31, 2020		December 31, 2019
Payables to non-trade vendors and service providers	$	209,096	$	252,902

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

OTHER PAYABLES AND ACCRUED LIABILITIES

8 - OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	December 31, 2019		December 31, 2018
Payables to non-trade vendors and service providers	$	252,902	$	968,547

XML

RELATED PARTY BALANCES AND TRANSACTIONS

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

RELATED PARTY BALANCES AND TRANSACTIONS

14. RELATED PARTY BALANCES AND TRANSACTIONS

Related party balances

Amount due from related parties

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,224	$	2,227
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		3,375		996
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		-		12
Total			$	5,599	$	3,235

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing label fees	$	-	$	455
Total			$	-	$	455

Related party transactions

Revenue

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

Other Income

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	1,458	$	-
Total			$	1,458	$	-

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,929	$	-
Total			$	2,929	$	-

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS

Related party balances

Accounts receivable – related party

Name of Related Party	Relationship	Nature		As of December 31, 2020		As of December 31, 2019
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	520,786
Total				$	-	$	520,786

Amount due from related parties

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,227	$	2,217
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		996		-
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		12		-
Total			$	3,235	$	2,217

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Mr. How Kok Choong	CEO and director of the Company	Acquisition payment of ASL and expenses paid for the Company	$	-	$	3,952
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing Label fees		455		-
Total			$	455	$	3,952

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Related party transactions

Revenue

Name of Related Party	Relationship	Nature		For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
						(Unaudited)
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	1,268,670	$	429,362
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL		Sales of products		18,060		21,461		-
Total				$	18,060	$	1,290,131	$	429,362

Other income

Name of Related Party	Relationship	Nature	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
					(Unaudited)
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,881	$	-	$	-
Total			$	2,881	$	-	$	-

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

RELATED PARTY BALANCES AND TRANSACTIONS

9 – RELATED PARTY BALANCES AND TRANSACTIONS

Other Receivable – Related Parties

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Singapore	Mr. How Kok Choong, the CEO and director of the Company	Fees paid for Agape Singapore	$	9,994	$	10,586
How Academy Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to How Academy for business operational expenses		21,716		23,004
Redboy Picture Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to Redboy for business operational expenses		123,019		132,141
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to TH3 for business operational expenses		64,392		68,211
Total			$	219,121	$	233,942

Accounts Payable - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchase	$	491,628	$	520,786
Total			$	491,628	$	520,786

Other Payables - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Superior Living Pty Ltd, Taiwan	Mr. How Kok Choong, the CEO and director of the Company	Printing of product label expenses	$	-	$	12,104
Total			$	-	$	12,104

Purchases

Name of Related Party	Relationship	Nature	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchases	$	-	$	464,297
Total			$	-	$	464,297

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

RELATED PARTY BALANCES AND TRANSACTIONS

9- RELATED PARTY BALANCES AND TRANSACTIONS

Other receivable – related parties

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

Other Receivable – Related Parties (Continued)

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

Prepayment - Related Party

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

Accounts Payable - Related Party

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

Other Payables - Related Parties

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

Purchases

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

XML

STOCKHOLDERS’ EQUITY

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Equity [Abstract]

STOCKHOLDERS’ EQUITY

15. STOCKHOLDERS’ EQUITY

Preferred stock

As of June 30, 2021 and December 31, 2020, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of June 30, 2021 and December 31, 2020, there were 1,000,000,000 common stocks authorized and 376,452,047 shares issued and outstanding.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2021 and December 31, 2020.

Non-controlling interest

As of June 30, 2021 and for the three and six months ended June 30, 2021, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying unaudited condensed consolidated financial statements.

15. STOCKHOLDERS’ EQUITY

Preferred stock

As of December 31, 2020, and 2019, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of December 31, 2020, and 2019, there were 1,000,000,000 common stocks authorized, 376,452,047 and 376,275,500 shares issued and outstanding, respectively.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of December 31, 2020 and 2019.

Non-controlling interest

As of December 31, 2020, and for the year ended December 31, 2020, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying consolidated financial statements.

XML

INCOME TAXES

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Tax jurisdictions from:
Local – United States	$	(96,370	)	$	(161,751	)	$	(204,295	)	$	(304,170	)
Foreign – Malaysia		(177,983	)		369,367			(469,675	)		313,780
Foreign – Hong Kong		(363,901	)		13,691			(291,814	)		(20,053	)
(Loss) income before income tax	$	(638,254	)	$	221,307		$	(965,784	)	$	(10,443	)

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

The provision for income taxes consisted of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Current:
- Local	$	(22,205	)	$	-		$	(22,205	)	$	-
- Foreign		(14,461	)		-			(41,185	)		-
Deferred:
- Local		-			-			-			-
- Foreign		32,695			(134,067	)		53,299			(134,067	)
Provision for income tax	$	(3,971	)	$	(134,067	)	$	(10,091	)	$	(134,067	)

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 subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

For the three and six months ended June 30, 2021 and 2020, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

For the three and six months ended June 30, 2021, the Company re-visited its fiscal 2020 U.S. income taxes and determined its stock dividend from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 were subject to Subpart F and GILTI taxes. As a result, the Company incurred additional income taxes expenses of $22,205, including interest and penalty of $395, for the three and six months ended June 30, 2021, after utilizing its estimated cumulative net operating losses (“NOL”) of $312,608 as of December 31, 2020. As a result, the Company’s deferred tax assets of estimated NOL of $65,648 were fully utilized and reduced to $0.

As of June 30, 2021 and December 31, 2020, the operations in the United States of America incurred approximately $204,000 and $0, respectively, of cumulative NOL which can be carried forward to offset future taxable income or Subpart F and GILTI taxes. These balances can be carried forward indefinitely. The deferred tax valuation allowance as of June 30, 2021 and December 31, 2020 were approximately $43,000 and $0, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation did not maintain a permanent establishment in Labuan, and therefore did not satisfy the said requirements, the company was subjected to tax at 24% on its net audited profit. On June 11, 2021, Agape ATP Corporation made an irrevocable election to be taxed under the Malaysian Income Tax Act 1967 as the elected tax regime is more tax efficient to the entity compare to LBATA.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings sdn Bhd. are governed by the income tax laws of Malaysia and the income tax 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 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the three and six months ended June 30, 2021 and RM 500,000 (or approximately $125,000) income for the three and six months ended June 30, 2020, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of June 30, 2021			As of December 31, 2020
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	42,902		$	-
Net operating loss carry forwards in Malaysia		47,090			62,678
Less: valuation allowance		(42,902	)		-
Deferred tax liabilities:
Depreciation		-			(68,421	)
Deferred tax assets (liabilities), net	$	47,090		$	(5,743	)

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, 2021 and December 31, 2020, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the three and six months ended June 30, 2021 and 2020.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
Tax jurisdictions from:
- U.S.	$	(735,159	)	$	(321,808	)	$	(279,476	)
- Foreign – Malaysia		1,070,806			38,625			(4,174	)
- Foreign – Hong Kong		180,700			(439,909	)		(55,281	)
Income (loss) before income taxes	$	516,347		$	(723,092	)	$	(338,931	)

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

The (provision for) benefit of income taxes consisted of the following:

	For the Years Ended December 31,					For the Six Months Ended December 31,
	2020			2019		2019
				(Unaudited)
Current:
- U.S.	$	-		$	-	$	-
- Foreign		16,748			6,965		-
Deferred:
- U.S.		-			-		-
- Foreign		(178,329	)		-		-
(Provision for) benefit of income taxes	$	(161,581	)	$	6,965	$	-

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 taxes rates. The Company and its subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

During the year ended December 31, 2020, the Company’s foreign subsidiaries generated approximately $636,000 taxable income that are subject to Subpart F tax and GILTI tax. The Company has fully utilized approximately $636,000 NOL resulted in tax benefit of approximately $134,000 for the year ended December 31, 2020. The Company did not generate any foreign taxable incomes subject to GILTI tax for the year ended December 31, 2019.

As of December 31, 2020 and 2019, the operations in the United States of America incurred approximately $313,000 and $213,000, respectively, of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $10,000 and $24,000 of the net operating loss carry forwards will expire in 2027 and 2028, respectively, if unutilized. The remaining balance can be carried forward indefinitely. The deferred tax valuation allowance as of December 31, 2020 and 2019 were approximately $66,000 and $43,000, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation does not maintain a permanent establishment in Labuan, the company is subject to tax at 24% on its net audited profit until such a time it satisfies the said requirements.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings 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 24% enterprise income taxes rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the year ended December 31, 2020 and RM 500,000 (or approximately $125,000) income for the six months and year ended December 31, 2019, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

	For the years ended							For the six months ended
	December 31,							December 31,
	2020				2019			2019
					(Unaudited)
U.S. statutory rate		21.0	%			21.0	%		21.0	%
Valuation allowance		(4.0	)%			(21.0	)%		(21.0	)%
Differential tax rate in Malaysia		3.0	%			0.0	%		0.0	%
Permanent difference		11.3	%	(1)		1.0	%		0.0	%
Effective tax rate		31.3	%			1.0	%		0.0	%

(1) 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of December 31, 2020			As of December 31, 2019
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	65,648		$	43,410
Net operating loss carry forwards in Malaysia		62,678			-
Less: valuation allowance		(65,648	)		(43,410	)
Deferred tax liabilities:
Depreciation		(68,421	)		-
Deferred tax liabilities, net	$	(5,743	)	$	-

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 December 31, 2020, and 2019, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended December 31, 2020 and 2019.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

XML

CONCENTRATIONS OF RISKS

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISKS

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues. For the six months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues.

There are no account receivable balance as of June 30, 2021. As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the balance of accounts receivable.

(b) Major vendors

For the three and six months ended June 30, 2021, one vendor accounted for 100.0% of the Company’s total purchases. For the three and six months ended June 30, 2020, one vendor accounted for 100.0% of the Company’s total purchases.

There are no accounts payable balance as of June 30, 2021 and December 31, 2020.

(c) Commission Expenses to Sales Distributors and Stockists

For the three months ended June 30, 2021, one sales distributor accounted for 21.9% of the Company’s total commission expense. For the six months ended June 30, 2021, one sales distributor accounted for 16.2% of the Company’s total commission expense. For the three and six months ended June 30, 2020, no sales distributor accounted for 10.0% or more of the Company’s total commission expense. 

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2021 and December 31, 2020, $1,215,004 and $1,112,147 were deposited with financial institutions, respectively, $776,485 and $563,788 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the year ended December 31, 2020, no customer accounted for 10% or more of the Company’s total revenues. For the year ended December 31, 2019, one related party customer accounted for approximately 98.3% of the Company’s total revenues. For the six months ended December 31, 2019, one related party customer accounted for approximately 100.0% of the Company’s total revenues.

As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the total balance of accounts receivable. As of December 31, 2019, one related party customer accounted for 100.0% of the total balance of accounts receivable.

(b) Major vendors

For the year ended December 31, 2020, two vendors accounted for approximately 74.1% and 25.9% of the Company’s total purchases. In November and December 2020, the Company received dividend of 23,330 shares of common stock of DSwiss, Inc., represents approximately 0.01% ownership that the Company accounted for as investment in marketable securities (See Note 11). Dswiss, Inc.’s wholly owned subsidiary is the vendor that accounted for the Company’s total purchases of 74.1% for the year ended December 31, 2020. For the year ended December 31, 2019, two vendors accounted for approximately 60.1% and 39.9% of the Company’s total purchases, respectively. For the six months ended December 31, 2019, two vendors accounted for approximately 59% and 41% of the Company’s total purchases, respectively.

There are no accounts payable balance as of December 31, 2020. As of December 31, 2019, one vendor accounted for 100% of the total balance of accounts payable.

(c) Commission Expenses to Sales Distributors and Stockists

For the year ended December 31, 2020, no sales distributor accounted for 10% or more of the Company’s total commission expense.

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2020, and 2019, $1,112,147 and $238,937 were deposited with financial institutions, respectively, $563,788 and $0 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

XML

COMMITMENTS AND CONTINGENCIES

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

COMMITMENTS AND CONTINGENCIES

18. COMMITMENTS AND CONTINGENCIES

Lease commitments

On April 1, 2020, the Company adopted ASC 842 for ASL’s office space lease and sales and training center as the lease commencement date upon the acquisition of ASL. The Company recognized lease liabilities of approximately $490,000, with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.

On May 31, 2021, the Company entered into two separate two-year leases extension with the modified lease expiring May 31, 2023 for its office space and expiring August 31, 2023 for its training center. The lease modification required the Company to re-measure the ROU assets and lease liabilities based on the modified leases. The Company recognized a reduction of $3,286 in ROU assets and lease liabilities upon lease modifications based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate.

As of June 30, 2021, the weighted remaining term of the lease is approximately 2.04 years.

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending June 30,	Operating lease liabilities
2022	$	162,318
2023		153,835
2024		8,323
Total lease payments		324,476
Less: interest		(17,868	)
Present value of lease liabilities	$	306,608

The Company also leases one distribution center and two employee apartments with an expiring term of twelve months or fewer, which were classified as operating 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 selected not to recognize lease assets and liabilities on these leases. As of June 30, 2021, the Company’s commitment for minimum lease payments under these operating leases within the next twelve months are $1,302.

Rent expense for the three months ended June 30, 2021 and 2020 was $45,560 and $52,672, respectively. Rent expense for the six months ended June 30, 2021 and 2020 was $91,521 and $66,180, respectively.

Purchase commitments

The total future minimum purchase commitment under a non-cancellable purchase contract as of June 30, 2021 for the next five years and thereafter is as follows:

Twelve months ending June 30,	Minimum purchase
2022	$	693,900
2023		693,900
2024		693,900
2025		693,900
2026		693,900
Thereafter		1,040,850
Total minimum purchase commitments required	$	4,510,350

As of the date of this report, the Company’s vendor is not able to meet the Company’s minimum purchase commitment of the health and wellness products due to the manufacturing process was being delayed by its vendor.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES (Continued)

Contingencies

Legal

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

COVID-19

Since the declaration of the COVID-19 a pandemic on March 11, 2020, by the World Health Organization or WHO, Malaysia has been put through various stages of lockdowns such as (1) full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory, (2) MCO were eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia and (3) CMCO were further relaxed to Recovery Movement Control Order (“RMCO”). On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. February 2021 marked a significant month for Malaysia as all frontline staff of the country, which comprised those in healthcare, police, the Volunteers Department of Malaysia, the Fire and Rescue Department of Malaysia and civil defense sectors were vaccinated. On February 16, 2021, Prime Minister, Tan Sri Muhyiddin Yassin announced that a National COVID-19 Immunisation Plan will be implemented for one year after February 2021, which 80% of the Malaysia population will be vaccinated to achieve herd immunization. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO, nevertheless, COVID-19 cases in the country continue to rise. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of the Company’s customers or suspension supplies may be negatively affected, and could continue to negatively affect the demand for the Company’s product;

● the Company may have to provide significant sales incentives to its customers during the outbreak, which may in turn materially adversely affect its financial condition and operating results; and

● any disruption of the Company’s supply chain, logistics providers or customers could adversely impact its business and results of operations, including causing the Company or its suppliers to cease manufacturing for a period of time or materially delay delivery to its customers, which may also lead to loss of its customers.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that the Company’s total revenues will grow or remain at the similar level year over year in 2021 and 2022.

18. COMMITMENTS AND CONTINGENCIES

Lease commitments

On April 1, 2020, the Company adopted ASC 842 for ASL’s office space lease and sales and training center as the lease commencement date upon the acquisition of ASL. The Company recognized lease liabilities of approximately $506,000, with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5%, which was determined using the Company’s estimated incremental borrowing rate. The weighted remaining term of the lease is approximately 2.54 years.

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending December 31,	Operating lease liabilities
2021	$	172,191
2022		168,890
2023		83,259
Thereafter		-
Total lease payments		424,340
Less: interest		(28,576	)
Present value of lease liabilities	$	395,764

The Company also leases one distribution center and one employee apartments with an expiring term of twelve months or fewer, which were classified as operating 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 selected not to recognize lease assets and liabilities on these leases. As of December 31, 2020, the Company’s commitment for minimum lease payments under these operating leases within the next twelve months are $4,654.

Rent expense for the years ended December 31, 2020 and 2019 was $156,716 and $53,594 (unaudited), respectively. Rent expense for the six months ended December 31, 2019 $26,828.

Purchase commitments

The total future minimum purchase commitment under a non-cancellable purchase contract as of December 31, 2020 for the next five years and thereafter is as follows:

Twelve months ending December 31,	Minimum purchase
2021	$	693,900
2022		693,900
2023		693,900
2024		693,900
2025		693,900
Thereafter		1,387,800
Total minimum purchase commitments required	$	4,857,300

As of the date of this report, the Company’s vendor is not able to meet the Company’s minimum purchase commitment of the health and wellness products due to the manufacturing process was being delayed by its vendor.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

18. COMMITMENTS AND CONTINGENCIES (CONT’D)

Contingencies

Legal

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

COVID-19

Since the declaration of the COVID-19 a pandemic on March 11, 2020, by the World Health Organization or WHO, Malaysia has been put through various stages of lockdowns such as (1) full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory, (2) MCO were eased to a Conditional Movement Control Order (“CMCO”) where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia and (3) CMCO were further relaxed to Recovery Movement Control Order (“RMCO”). On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide to combat COVID-19. Intermittent lockdowns were imposed in various states and districts in the country. February 2021 marked a significant month for Malaysia as all frontline staff of the country, which comprised those in healthcare, police, the Volunteers Department of Malaysia, the Fire and Rescue Department of Malaysia and civil defence sectors were vaccinated. On February 16, 2021, Prime Minister, Tan Sri Muhyiddin Yassin announced that a National COVID-19 Immunisation Plan will be implemented for one year after February 2021, which 80% of the Malaysia population will be vaccinated to achieve herd immunization. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO. As at the date of this report, over 450,000 doses of the COVID-19 vaccines have been administered in the country.

Substantially all of our revenues are concentrated in Malaysia. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms the Malaysia and global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. Potential impacts include, but are not limited to, the following:

● temporary closure of offices, travel restrictions, financial impact of the Company’s customers or suspension supplies may negatively affected, and could continue to negatively affect, the demand for the Company’s product;

● the Company may have to provide significant sales incentives to its customers during the outbreak, which may in turn materially adversely affect its financial condition and operating results; and

any disruption of the Company’s supply chain, logistics providers or customers could adversely impact its business and results of operations, including causing the Company or its suppliers to cease manufacturing for a period of time or materially delay delivery to its customers, which may also lead to loss of its customers.

Because of the uncertainty surrounding the COVID-19 outbreak, the financial impact related to the outbreak of and response to the COVID-19 cannot be reasonably estimated at this time. There is no guarantee that the Company’s total revenues will grow or remain at the similar level year over year in 2021.

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

COMMITMENTS AND CONTINGENCIES

12 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company has entered into five non-cancellable operating lease agreements for one office space, one sales and training center, two distribution centers and one employee apartment. The Company’s commitment for minimum lease payments under these operating leases as of March 31, 2020 for the next five years is as follow:

Twelve Months Ending March 31,	Minimum Lease Payment
2021	$	164,745
2022		158,981
2023		156,551
2024		38,038
Thereafter		-
Total minimum payments required	$	518,315

Rent expense for the three months ended March 31, 2020 and 2019 was $44,338 and $43,982, respectively.

Contingencies

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

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

COMMITMENTS AND CONTINGENCIES

13 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

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

Contingencies

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

XML

ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE – RELATED PARTY

12 Months Ended

Dec. 31, 2020

Receivables [Abstract]

ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE – RELATED PARTY

6. ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE – RELATED PARTY

	As of December 31, 2020		As of December 31, 2019
Accounts receivable	$	172,757	$	-
Accounts receivable – related party		-		520,786
Total	$	172,757	$	520,786

XML

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2020

Dec. 31, 2019

SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

On January 25, 2021, the Company and the shareholders (the “Sellers”) of DSY Wellness & Longevity Center Sdn. Bhd. and DSY Medical Education Sdn. Bhd. entered into a non-binding Letter of Intent (“LOI”) for the acquisition of 51% of the issued and outstanding capital stock of DSY Wellness & Longevity Center Sdn. Bhd. and DSY Medical Education Sdn. Bhd. (the “Target Shares”). After execution of this LOI, both parties shall proceed in good faith to complete the negotiation and execution of the definitive transaction documents. Subject to the terms and conditions of the definitive transaction documents, the Company will issue and allot its common stock to the Sellers and the Company will purchase the Target Shares. Except for the provisions with regards to confidentiality, term of validity, no binding agreement, applicable law and arbitration, and miscellaneous, the LOI is not legally binding on the parties. Any conclusion of definitive transaction documents by the Company related to such transaction will be subject to the approval of the Board of Directors or other approval requirements, if applicable.

On February 1, 2021, Mr. How Kok Choong, the CEO and director of the Company, is appointed as the non-executive Chairman of Vettons Sdn Bhd. (“Vettons”), an e-commerce company. As of December 31, 2020, the Company has accounts receivable of $172,757 from Vettons, representing 100% of our accounts receivable.

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

SUBSEQUENT EVENTS

13 – SUBSEQUENT EVENTS

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in Malaysia subsequent to March 31, 2020. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Malaysia economies and, as such, the Company is unable to determine if it will have a material impact to its operations.

On May 8, 2020, Mr. How Kok Choong, an approximately 99.99% equity interest owner of the Company, entered into a Share Exchange Agreement with Agape ATP Corporation (“AATP”), a Nevada corporation, which Mr. How Kok Choong is the CEO and director, to sell 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest of the Company. The selling consideration represented the approximate net asset carrying value of the Company as of March 31, 2020 of $1,714,003 based on the Company’s internal unadjusted financial statements. The payment of $656,495 were net against Mr. How Kok Choong’s payable to Agape ATP Corporation as of March 31, 2020 and the remaining payment of $1,057,508 were paid in Agape ATP Corporation’s common stock. As a result of the transaction, the Company became approximately 99.99% owned subsidiary of Agape ATP Corporation.

In June 2020, the Company made certain adjustments to its March 31, 2020 financial statements, As a result, the net assets carrying value increased by $90,043. On July 1, 2020, AATP entered into an amendment to the May 8, 2020 Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company, to issue additional 13,853 shares of AATP, valued at $90,043 based on the closing price of $6.50 of AATP at March 31, 2020.

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

SUBSEQUENT EVENTS

14 - SUBSEQUENT EVENTS

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

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

XML

NATURE OF BUSINESS AND ORGANIZATION - Superior Living SDN. BHD. [Member]

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2019

March 31, 2020 [Member]

NATURE OF BUSINESS AND ORGANIZATION

1 - NATURE OF BUSINESS AND ORGANIZATION

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

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

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

Business Overview

AGAPE Superior Living Sdn. Bhd. is a network marketing company specializing in healthcare products and focusing on improving people’s health and wellbeing that has been in existence in Malaysia for the past 15 years.

The Company’s advisory services center on the “ATP Zeta Health Program”, which is a health program designed to effectively prevent diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles, and promotion of health. The program aims to promote improved health and longevity in our clients through a combination of proper nutrition and advice from skilled nutritionists and/or dieticians.

The Company’s ATP Zeta Health Program is a health program designed to promote health and general wellbeing also to prevent health diseases caused by polluted environments, unhealthy dietary intake and unhealthy lifestyles. The program aims to promote improved health and longevity in its customers through a combination of proper nutrition and advice from skilled dieticians as well as trained members and distributors. The ATP Zeta Super Health Program consists of eight products. None of these products are owned or produced by the Company. In the event that any of these products are no longer produced, or are otherwise unavailable, the Company may have to devote significant effort to identifying and obtaining comparable replacement products. The eight products that comprise the ATP Zeta Super Health Program are ATP1s Survivor Select, ATP2 Energized Mineral Concentrate, ATP3 Ionized Cal-Mag, ATP4 Omega Blend, ATP5 BetaMaxx, AGN-Vege Fruit Fiber, AGP1-Iron and YFA-Young Formula.

The Company’s ÉNERGÉTIQUE series aims to provide a total dermal solution for a healthy skin beginning from the cellular level. The series is comprised of Energy Mask series, Hyaluronic Acid Serum and Mousse Facial Cleanser.

The Company’s BEAUNIQUE product series focuses on the research of diet’s impact on modifying gene expressions to address genetic variations and deliver a nutrigenomic solution for every individual.

December 31, 2019 [Member]

NATURE OF BUSINESS AND ORGANIZATION

1 - NATURE OF BUSINESS AND ORGANIZATION

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

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

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

Business Overview

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

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

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

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

XML

PREPAYMENTS AND OTHER ASSETS - Superior Living SDN. BHD. [Member]

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2019

March 31, 2020 [Member]

PREPAYMENTS AND OTHER ASSETS

5 – PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consist of the following:

	March 31, 2020		December 31, 2019
Deposits to suppliers	$	274,558	$	396,731
Deposits to service providers		43,709		88,149
Total	$	318,267	$	484,880

December 31, 2019 [Member]

PREPAYMENTS AND OTHER ASSETS

5 - PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consist of the following:

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

XML

TAXES

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

TAXES

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Tax jurisdictions from:
Local – United States	$	(96,370	)	$	(161,751	)	$	(204,295	)	$	(304,170	)
Foreign – Malaysia		(177,983	)		369,367			(469,675	)		313,780
Foreign – Hong Kong		(363,901	)		13,691			(291,814	)		(20,053	)
(Loss) income before income tax	$	(638,254	)	$	221,307		$	(965,784	)	$	(10,443	)

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

The provision for income taxes consisted of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Current:
- Local	$	(22,205	)	$	-		$	(22,205	)	$	-
- Foreign		(14,461	)		-			(41,185	)		-
Deferred:
- Local		-			-			-			-
- Foreign		32,695			(134,067	)		53,299			(134,067	)
Provision for income tax	$	(3,971	)	$	(134,067	)	$	(10,091	)	$	(134,067	)

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 subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

For the three and six months ended June 30, 2021 and 2020, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

For the three and six months ended June 30, 2021, the Company re-visited its fiscal 2020 U.S. income taxes and determined its stock dividend from Greenpro Capital Corp as a result of its Spin-off of DSwiss Inc.’s shares in 2020 were subject to Subpart F and GILTI taxes. As a result, the Company incurred additional income taxes expenses of $22,205, including interest and penalty of $395, for the three and six months ended June 30, 2021, after utilizing its estimated cumulative net operating losses (“NOL”) of $312,608 as of December 31, 2020. As a result, the Company’s deferred tax assets of estimated NOL of $65,648 were fully utilized and reduced to $0.

As of June 30, 2021 and December 31, 2020, the operations in the United States of America incurred approximately $204,000 and $0, respectively, of cumulative NOL which can be carried forward to offset future taxable income or Subpart F and GILTI taxes. These balances can be carried forward indefinitely. The deferred tax valuation allowance as of June 30, 2021 and December 31, 2020 were approximately $43,000 and $0, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation did not maintain a permanent establishment in Labuan, and therefore did not satisfy the said requirements, the company was subjected to tax at 24% on its net audited profit. On June 11, 2021, Agape ATP Corporation made an irrevocable election to be taxed under the Malaysian Income Tax Act 1967 as the elected tax regime is more tax efficient to the entity compare to LBATA.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (Continued)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings sdn Bhd. are governed by the income tax laws of Malaysia and the income tax 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 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the three and six months ended June 30, 2021 and RM 500,000 (or approximately $125,000) income for the three and six months ended June 30, 2020, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of June 30, 2021			As of December 31, 2020
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	42,902		$	-
Net operating loss carry forwards in Malaysia		47,090			62,678
Less: valuation allowance		(42,902	)		-
Deferred tax liabilities:
Depreciation		-			(68,421	)
Deferred tax assets (liabilities), net	$	47,090		$	(5,743	)

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, 2021 and December 31, 2020, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the three and six months ended June 30, 2021 and 2020.

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
Tax jurisdictions from:
- U.S.	$	(735,159	)	$	(321,808	)	$	(279,476	)
- Foreign – Malaysia		1,070,806			38,625			(4,174	)
- Foreign – Hong Kong		180,700			(439,909	)		(55,281	)
Income (loss) before income taxes	$	516,347		$	(723,092	)	$	(338,931	)

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

The (provision for) benefit of income taxes consisted of the following:

	For the Years Ended December 31,					For the Six Months Ended December 31,
	2020			2019		2019
				(Unaudited)
Current:
- U.S.	$	-		$	-	$	-
- Foreign		16,748			6,965		-
Deferred:
- U.S.		-			-		-
- Foreign		(178,329	)		-		-
(Provision for) benefit of income taxes	$	(161,581	)	$	6,965	$	-

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 taxes rates. The Company and its subsidiary that operate in various countries: United States, Malaysia (including Labuan) and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

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 21% on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

During the year ended December 31, 2020, the Company’s foreign subsidiaries generated approximately $636,000 taxable income that are subject to Subpart F tax and GILTI tax. The Company has fully utilized approximately $636,000 NOL resulted in tax benefit of approximately $134,000 for the year ended December 31, 2020. The Company did not generate any foreign taxable incomes subject to GILTI tax for the year ended December 31, 2019.

As of December 31, 2020 and 2019, the operations in the United States of America incurred approximately $313,000 and $213,000, respectively, of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $10,000 and $24,000 of the net operating loss carry forwards will expire in 2027 and 2028, respectively, if unutilized. The remaining balance can be carried forward indefinitely. The deferred tax valuation allowance as of December 31, 2020 and 2019 were approximately $66,000 and $43,000, respectively.

Malaysia

Changes to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies incorporated in Labuan to satisfy the “substantial activity requirements” to qualify for the preferential tax rate of 3% on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the “substantial activity requirements” was issued. As Agape ATP Corporation does not maintain a permanent establishment in Labuan, the company is subject to tax at 24% on its net audited profit until such a time it satisfies the said requirements.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. INCOME TAXES (CONT’D)

Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd and Wellness ATP International Holdings 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 24% enterprise income taxes rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the year ended December 31, 2020 and RM 500,000 (or approximately $125,000) income for the six months and year ended December 31, 2019, with the remaining balance being taxed at the 24% rate.

Hong Kong

Agape ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative Region is not subject to Hong Kong Profits Tax or deduction.

The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

	For the years ended							For the six months ended
	December 31,							December 31,
	2020				2019			2019
					(Unaudited)
U.S. statutory rate		21.0	%			21.0	%		21.0	%
Valuation allowance		(4.0	)%			(21.0	)%		(21.0	)%
Differential tax rate in Malaysia		3.0	%			0.0	%		0.0	%
Permanent difference		11.3	%	(1)		1.0	%		0.0	%
Effective tax rate		31.3	%			1.0	%		0.0	%

(1) 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of December 31, 2020			As of December 31, 2019
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	65,648		$	43,410
Net operating loss carry forwards in Malaysia		62,678			-
Less: valuation allowance		(65,648	)		(43,410	)
Deferred tax liabilities:
Depreciation		(68,421	)		-
Deferred tax liabilities, net	$	(5,743	)	$	-

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 December 31, 2020, and 2019, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended December 31, 2020 and 2019.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

TAXES

10 – TAXES

Income Tax

Agape Superior Living Sdn Bhd and Agape S.E.A. are governed by the income tax laws of Malaysia and the income tax 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 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) and RM 500,000 (or approximately $125,000) income for the three months ended March 31, 2020 and 2019, respectively, with the remaining balance being taxed at the 24% rate.

Tax savings amounted to $9,971 and $0 for the three months ended March 31, 2020 and 2019, respectively.

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

	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Current	$	-	$	-
Deferred		50,833		(57,232	)
Provision (benefit) for income taxes	$	50,833	$	(57,232	)

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

	As of March 31,			As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carry forwards	$	196,494		$	260,479
Deferred tax liabilities:
Deprecation		(24,244	)		(25,682	)
Deferred tax assets, net	$	172,250		$	234,797

As of March 31, 2020, the Company has a net operating loss (“NOL”) of approximately $0.9 million which may reduce future taxable income. The NOL will expire in 2026.

The following table contains the detail of prepaid taxes:

	As of March 31, 2020		As of December 31, 2019
Prepaid income taxes	$	1,198,475	$	1,173,122
Prepaid GST taxes		8,346		8,841
Total	$	1,206,821	$	1,181,963

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 March 31, 2020 and December 31, 2019, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incurred interest and penalties tax for the three months ended March 31, 2020 and 2019.

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

TAXES

10 - TAXES

Income Tax

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

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

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

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

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

	For the year ended December 31, 2019			For the year ended December 31, 2018
Statutory rate		24.0	%		24.0	%
Preferential tax rate reduction		(0.8	)%		(0.3	)%
Permanent difference		(0.4	)%		(0.5	)%
Effective tax rate		22.8	%		23.2	%

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

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

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

The following table contains the detail of prepaid taxes:

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

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 December 31, 2019 and 2018, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incurred interest and penalties tax for the years ended December 31, 2019 and 2018.

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CONCENTRATION OF RISK

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

CONCENTRATION OF RISK

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the three months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues. For the six months ended June 30, 2021 and 2020, no customer accounted for 10% or more of the Company’s total revenues.

There are no account receivable balance as of June 30, 2021. As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the balance of accounts receivable.

(b) Major vendors

For the three and six months ended June 30, 2021, one vendor accounted for 100.0% of the Company’s total purchases. For the three and six months ended June 30, 2020, one vendor accounted for 100.0% of the Company’s total purchases.

There are no accounts payable balance as of June 30, 2021 and December 31, 2020.

(c) Commission Expenses to Sales Distributors and Stockists

For the three months ended June 30, 2021, one sales distributor accounted for 21.9% of the Company’s total commission expense. For the six months ended June 30, 2021, one sales distributor accounted for 16.2% of the Company’s total commission expense. For the three and six months ended June 30, 2020, no sales distributor accounted for 10.0% or more of the Company’s total commission expense. 

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2021 and December 31, 2020, $1,215,004 and $1,112,147 were deposited with financial institutions, respectively, $776,485 and $563,788 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

17. CONCENTRATIONS OF RISKS

(a) Major customers

For the year ended December 31, 2020, no customer accounted for 10% or more of the Company’s total revenues. For the year ended December 31, 2019, one related party customer accounted for approximately 98.3% of the Company’s total revenues. For the six months ended December 31, 2019, one related party customer accounted for approximately 100.0% of the Company’s total revenues.

As of December 31, 2020, receivables from a third-party e-commerce company accounted for approximately 100.0% of the total balance of accounts receivable. As of December 31, 2019, one related party customer accounted for 100.0% of the total balance of accounts receivable.

(b) Major vendors

For the year ended December 31, 2020, two vendors accounted for approximately 74.1% and 25.9% of the Company’s total purchases. In November and December 2020, the Company received dividend of 23,330 shares of common stock of DSwiss, Inc., represents approximately 0.01% ownership that the Company accounted for as investment in marketable securities (See Note 11). Dswiss, Inc.’s wholly owned subsidiary is the vendor that accounted for the Company’s total purchases of 74.1% for the year ended December 31, 2020. For the year ended December 31, 2019, two vendors accounted for approximately 60.1% and 39.9% of the Company’s total purchases, respectively. For the six months ended December 31, 2019, two vendors accounted for approximately 59% and 41% of the Company’s total purchases, respectively.

There are no accounts payable balance as of December 31, 2020. As of December 31, 2019, one vendor accounted for 100% of the total balance of accounts payable.

(c) Commission Expenses to Sales Distributors and Stockists

For the year ended December 31, 2020, no sales distributor accounted for 10% or more of the Company’s total commission expense.

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2020, and 2019, $1,112,147 and $238,937 were deposited with financial institutions, respectively, $563,788 and $0 of these balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. 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 doubtful accounts 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.

(e) Exchange rate risk

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

Superior Living SDN. BHD. [Member] | March 31, 2020 [Member]

CONCENTRATION OF RISK

11 – CONCENTRATION OF RISK

(a) Major customers

For the three months ended March 31, 2020 and 2019, no major customer accounted for 10% or more of the company’s total sales.

(b) Major vendors

For the three ended March 31, 2020, one vendor accounted for 97.9% of the company’s total purchases. For the three months ended March 31, 2019, one related party vendor accounted for approximately 97.0% of the Company’s total purchases.

As of March 31, 2020 and December 31, 2019, one related party vendor accounted for 100% of the total balance of accounts payable.

(c) Commission Expenses to Sales Distributors and Stockists

For the three months ended March 31, 2020, one sales distributor accounted for approximately 13.5% of the Company’s total commission expense. For the three months ended March 31, 2019, no sales distributor accounted for 10% or more of the Company’s total commission expense.

(d) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of March 31, 2020 and December 31, 2019, $1,156,543 and $858,592 were deposited with financial institutions located in Malaysia, respectively, $983,512 and $651,418 of these balances are over the Perbadanan Insurans Deposit Malaysia (PIDM) limit and not covered by insurance as PIDM insures each depositor per each member bank up to RM 250,000 (approximately $62,000) if the bank with which an individual/a company hold its eligible deposit fails. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

(e) Exchange rate risk

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

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

CONCENTRATION OF RISK

11 - CONCENTRATION OF RISK

(a) Major Customers

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

(b) Major Vendors

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

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

(c) Commission Expenses to Sales Distributors and Stockists

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

(d) Credit risk

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

(e) Exchange rate risk

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

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SHAREHOLDERS’ EQUITY

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SHAREHOLDERS’ EQUITY

15. STOCKHOLDERS’ EQUITY

Preferred stock

As of June 30, 2021 and December 31, 2020, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of June 30, 2021 and December 31, 2020, there were 1,000,000,000 common stocks authorized and 376,452,047 shares issued and outstanding.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2021 and December 31, 2020.

Non-controlling interest

As of June 30, 2021 and for the three and six months ended June 30, 2021, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying unaudited condensed consolidated financial statements.

15. STOCKHOLDERS’ EQUITY

Preferred stock

As of December 31, 2020, and 2019, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

Common stock

As of December 31, 2020, and 2019, there were 1,000,000,000 common stocks authorized, 376,452,047 and 376,275,500 shares issued and outstanding, respectively.

In May 2020, the Company issued 162,694 shares of the Company’s common stock in connection with the acquisition of ASL as part of the acquisition payment.

In June 2020, ASL made certain adjustments to its March 31, 2020 financial statements. As a result, the net assets carrying value increased by $90,043, which required the issuance of an additional 13,853 shares of the Company’s common stock to fully satisfy the acquisition payment for ASL to Mr. How Kok Choong, CEO and director of the Company. The 13,853 additional shares were issued in July 2020.

There were no stock options, warrants or other potentially dilutive securities outstanding as of December 31, 2020 and 2019.

Non-controlling interest

As of December 31, 2020, and for the year ended December 31, 2020, no material transactions of non-controlling interest occurred from the operating results from ASL as the Company holds approximately 99.99% of the equity interest in ASL, non-controlling interests that present in ASL is $0 and therefore not presented separately in the accompanying consolidated financial statements.

Superior Living SDN. BHD. [Member] | December 31, 2019 [Member]

SHAREHOLDERS’ EQUITY

12 - SHAREHOLDERS’ EQUITY

Dividends

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

Capital Contributions

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

Basis of Presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the period ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Principles of Consolidation

Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and its 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.

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.

Use of Estimates and Assumptions

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, operating right-of-use assets, operating lease liabilities and uncertain tax position and impairment of investment in non-marketable securities. Actual results could differ from these estimates.

Use of estimates

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

Cash

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and 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.

Accounts receivable and accounts receivable – related party

Accounts receivable

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. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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, 2021 and December 31, 2020, no valuation allowance was recorded.

Accounts receivable and accounts receivable – related party

Accounts receivable and accounts receivable – related party are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which are due on credit term. Accounts receivable also include money due from a third-party e-commerce platform acting as a collection agent for the Company on the sales through their platform. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account 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 December 31, 2020, and 2019, no valuation allowance was recorded.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Inventories

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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, 2021 and 2020, the Company didn’t recognize any inventory write-downs. For the six months ended June 30, 2021 and 2020, the Company recognized inventory write-downs of $36,636 and $0, respectively.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. 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. As of December 31, 2020, and 2019, there are no inventories obsolescence reserves or write-downs.

Prepaid Taxes

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

Prepaid taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income taxes; and (ii) goods and service tax (“GST”) that is refundable.

Prepayments and deposits

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

Prepayments and deposits

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 doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2020, and 2019, there is no allowance for the doubtful accounts.

Property and Equipment, Net

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:

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

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed 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.

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:

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

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Intangible Assets, Net

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	5 years

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	5 years

Impairment for Long-Lived Assets

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, 2021 and December 31, 2020, no impairment of long-lived assets was recognized.

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 December 31, 2020 and 2019, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

Deferred offering costs

Deferred offering costs represents costs associated with the Company’s current offering which will be netted against the proceeds from the Company’s current offering.

Investment in marketable equity securities

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 marketable equity securities

Prior to July 1, 2019, marketable securities included in investment in marketable equity securities (non-current) are stated at the lower of cost or market in the aggregate. Other marketable securities (non-current) are stated at the lower of cost or market in the aggregate and investments other than marketable equity securities in other investments (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

On July 1, 2019, the Company adopted 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 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

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 Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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.

Investment in non-marketable equity securities

Prior to July 1, 2019, investments in non-marketable equity securities (non-current) are stated at cost less any significant decline in fair value assessed to be other than temporary. Realized gains and losses on the sale of securities are based on the average cost of all the units of a particular security held at the time of sale.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

On July 1, 2019, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets 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.

At each reporting period, the Company will make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. The qualitative assessment indicators include, but are not limited to: (1) 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

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

Customer deposits

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

Revenue Recognition

Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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)

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 Health and Wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended June 30, 2021 and 2020, the Company recognized $4,115 and $61,368 as forfeited coupon income, respectively. For the six months ended June 30, 2021 and 2020, the Company recognized $11,226 and $61,368 as forfeited coupon income, respectively.

As of June 30, 2021, the Company had contracts for the sales of health and wellness products amounting to $68,550 which it is expected to fulfill within 12 months from June 30, 2021.

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,
	2021		2020		2021		2020
Survivor Select	$	24,415	$	35,994	$	37,641	$	35,994
Energized Mineral Concentrate		8,291		22,606		52,183		22,606
Ionized Cal-Mag		18,485		611,160		40,298		611,160
Omega Blend		89,066		162,543		185,361		162,543
Beta Maxx		55,943		11,434		89,800		11,434
Vege-Fruit Fiber		-		6,106		-		6,106
Iron		8,431		-		16,715		-
Young Formula		14,458		349,738		25,901		349,738
Organic Youth Care Cleansing Bar		2,990		28,805		2,990		28,805
Mitogize		70,148		4,711		106,843		4,711
Lipomask		4,279		8,420		8,401		8,420
Hyaluronic Acid Serum		1,362		55,721		3,353		55,721
Mousse Facial Cleanser		3,042		3,127		7,660		3,127
Trim+		2,223		223,497		22,674		223,497
Total revenues	$	303,133	$	1,523,862	$	599,820	$	1,523,862

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers during the consultation section in person.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the three months ended June 30, 2021 and 2020, revenues from health and wellness services were $653 and $0 respectively. For the six months ended June 30, 2021 and 2020, revenues from health and wellness services were $5,746 and $0 respectively.

Revenue recognition

On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of June 30, 2019. This did not result in an adjustment to retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

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.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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 substantial collection.

Prior to July 1, 2019, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonably assured. Revenue from supplies of health and wellness products is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the products are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded.

The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption on July 1, 2019, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

Sales of Health and Wellness products

- Performance obligations satisfied at a point in time

On July 1, 2019, the Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods, which is generally similar to when its delivery has occurred prior to July 1, 2019 Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilize the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the years ended December 31, 2020 and 2019, the Company recognized $170,431 and $0 (unaudited) as forfeited coupon income. The Company did not earn any forfeited coupon income for the six months ended December 31, 2019.

As of December 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $116,541 which it is expected to fulfill within 12 months from December 31, 2020.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Disaggregated information of revenues by products are as follows:

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
			(Unaudited)
Survivor Select	$	149,897	$	-	$	-
Energized Mineral Concentrate		81,481		238,687		100,270
Ionized Cal-Mag		908,964		55,718		-
Omega Blend		495,567		137,752		68,927
BetaMaxx		156,550		191,246		67,789
Vege Fruit Fiber		1,755		-		-
Iron		133,389		-		-
Young Formula		653,631		117,453		-
Organic Youth Care Cleansing Bar		43,127		34,917		17,206
Mitogize		162,801		-		-
No. 1 MED		46,713		140,733		-
Energetique		253,396		174,808		175,170
Trim+		365,350		198,817		-
Total revenues	$	3,452,621	$	1,290,131	$	429,362

Sales of Health and Wellness services

- Performance obligations satisfied at a point in time

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. The promises to deliver the health screening test report and the attendance at the health camp are separately identifiable, which are evidenced by the fact that the Company provides separate services of delivering the health screening test report and allowing admission of the customers to attend the health camp. The Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed and delivered to its customers.

The Company also separately derives its revenues from sales contracts with its customers with revenues being recognized when the health camp program was completed in the final day of the health camp. For the year ended December 31, 2020, revenues from health and wellness services are immaterial to the Company’s consolidated statements of operations and comprehensive income (loss). The Company did not earn any revenues from health and wellness services for the year ended December 31, 2019 and for the six months ended December 31, 2019.

Cost of Revenues

Cost of revenue

Cost of revenue includes freight-in, the purchase cost of manufactured goods for sale to customers, and inventory write-downs. Cost of revenue amounted to $35,623 and $471,554 for the three months ended June 30, 2021 and 2020, respectively. Cost of revenue amounted to $113,214, including inventory write-downs of $36,636, and $471,554 for the six months ended June 30, 2021 and 2020, respectively.

Cost of revenue

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Shipping and Handling

Shipping and handling

Shipping and handling charges amounted to $2,990 and $2,555 for the three months ended June 30, 2021 and 2020, respectively. Shipping and handling charges amounted to $5,272 and $2,555 for the six months ended June 30, 2021 and 2020, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Shipping and handling

Shipping and handling charges amounted to $9,315 and $0 for the years ended December 31, 2020 and 2019, respectively. There was no shipping and handling charges for the six months ended December 31, 2019. Shipping and handling charges are expensed as incurred and included in selling expenses.

Advertising Costs

Advertising costs

Advertising costs amounted to $8,721 and $2,882 for the three months ended June 30, 2021 and 2020, respectively. Advertising costs amounted to $16,658 and $2,882 for the six months ended June 30, 2021 and 2020, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Advertising costs

Advertising costs amounted to $14,339 and $0 for the years ended December 31, 2020 and 2019, respectively. There were no advertising costs for the six months ended December 31, 2019. Advertising costs are expensed as incurred and included in selling expenses.

Commission expenses

Commission expenses

Commission expenses are the Company’s most significant 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 $92,774 and $ 382,498 for the three months ended June 30, 2021 and 2020, respectively. Commission expenses amounted to $181,213 and $382,498 for the six months  ended June 30, 2021 and 2020, respectively.

Commission expenses

Commission expenses are the Company’s most significant 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 $830,659 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There were no commission expenses for the six months ended December 31, 2019.

Defined Contribution Plan

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 $27,067 and $23,710 for the three months ended June 30, 2021 and 2020, respectively. Total expenses for the plans were $53,034 and $23,710 for the six months ended June 30, 2021 and 2020, respectively.

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)

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

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 $75,802 and $0 (unaudited) for the years ended December 31, 2020 and 2019, respectively. There was no defined contribution plan expenses for the six months ended December 31, 2019.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Income Taxes

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. $395 in penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2021. No penalties and interest incurred related to underpayment of income taxes for the three and six months ended June 30, 2020.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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.

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income taxes for the years ended December 31, 2020 and 2019. No penalties and interest incurred related to underpayment of income taxes for the six months ended December 31, 2019.

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of their 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)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). 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.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of 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.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of 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

Non-controlling interest

Non-controlling interest mainly consists of approximately 0.01% (3 ordinary shares out of 9,590,599 shares) of the equity interests of ASL held by three individuals. The non-controlling interests are presented in the unaudited condensed 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 unaudited condensed 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. As of June 30, 2021 and December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying unaudited condensed consolidated financial statements.

Non-controlling interest

Non-controlling interest mainly consists of approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals. 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. As of December 31, 2020, the non-controlling interest balance was $0 and therefore not presented in the accompanying consolidated financial statements.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Earnings (Loss) Per Share

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2021 and 2020, there were no dilutive shares.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2020 and 2019, there were no dilutive shares. There was no dilutive shares for the six months ended December 31, 2019.

Foreign Currency Translation and Transaction

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 unaudited condensed consolidated statements of operations and comprehensive Income (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 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 unaudited condensed consolidated balance sheets.

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)

Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of
	June 30, 2021		December 31, 2020
Period-end MYR : US$1 exchange rate		4.15		4.02
Period-end HKD : US$1 exchange rate		7.77		7.75

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Period-average MYR : US$1 exchange rate		4.13		4.32		4.10		4.25
Period-average HKD : US$1 exchange rate		7.77		7.75		7.76		7.76

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 Income (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 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
	December 31, 2020		December 31, 2019
Period-end MYR : US$1 exchange rate		4.02		4.09
Period-end HKD : US$1 exchange rate		7.75		7.79

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
Period-average MYR : US$1 exchange rate		4.20		4.14		4.16
Period-average HKD : US$1 exchange rate		7.76		7.84		7.83

Related Parties

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.

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

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 unaudited condensed 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.

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.

Operating Leases

Leases

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.

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.

Leases

Effective July 1, 2019, 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 adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. There is no impact from the adoption of ASC 842 as of July 1, 2019, as the Company did not have any existing leases with a lease term in excess of twelve months on July 1, 2019.

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the adoption date of July 1, 2019 or the commencement date, whichever is earlier, 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.

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.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements

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

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

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)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The adoption of this standard on January 1, 2021 did not have a material impact on its unaudited condensed consolidated financial statements.

Recent accounting pronouncements

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

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

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard on January 1, 2021 did not have a material impact on its consolidated financial statements.

Change of year end

Change of year end

On December 31, 2019, the Company changed its fiscal year end from June 30 to December 31. The consolidated financial statements consist of the unaudited financial data for the year ended December 31, 2019, which was derived from the six months audited financial statement ended December 31, 2019 and the interim financial statements for the six months ended June 30, 2019.

Superior Living SDN. BHD. [Member]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. Therefore, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2019 and 2018.

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

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

Principles of Consolidation

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

Use of Estimates and Assumptions

Use of Estimates and Assumptions

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 doubtful accounts, allowance for inventories obsolescence, useful lives of property and equipment, useful lives of intangible assets, impairment of long-lived assets, and allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates.

Use of Estimates and Assumptions

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

Cash

Cash

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

Cash

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

Inventories

Inventories

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

Inventories

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

Prepaid Taxes

Prepaid Taxes

Prepaid taxes include (i) prepaid income taxes that will either be refundable or utilized to offset future income tax; and (ii) goods and service tax (“GST”) to be refundable.

Prepaid Taxes

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

Property and Equipment, Net

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:

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

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

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:

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

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

Intangible Assets, Net

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	5 years

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	5 years

Impairment for Long-Lived Assets

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 March 31, 2020 and December 31, 2019, no impairment of long-lived assets was recognized.

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 December 31, 2019 and 2018, no impairment of long-lived assets was recognized.

Customer Deposits

Customer Deposits

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

Customer Deposits

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

Revenue Recognition

Revenue Recognition

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

The Company also sells coupons to its customers for cash at a discounted price of the value of the coupons. Customers can apply the value of the coupons for a reduction in the transaction price paid by the customer are recorded as a reduction of sales. The cash proceeds resulted from the sale of coupons are recognized as customer deposits until the coupons to be applied as a reduction of the health and wellness products transaction price upon such sales transactions occurred. The Company’s coupons have a validity period of six months. If the Company’s customers did not utilized the coupons after six months, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the three months ended March 31, 2020 and 2019, the Company recognized $25,836 and $0, respectively, as forfeited coupon income.

As of March 31, 2020, the Company had contracts for the sales of health and wellness products amounting to $1,420,392 which is expected to fulfill within 12 months from March 31, 2020.

Disaggregated information of revenues by products are as follows:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Survivor Select	$	150,120	$	23,382
Energized Mineral Concentrate		133,529		111,899
Ionized Cal-Mag		39,353		13,912
Omega Blend		299,007		385,001
BetaMaxx		165,187		42,549
Vege Fruit Fiber		66,286		23,520
Iron		6,810		-
Young Formula		30,093		213,300
Organic Youth Care Cleansing Bar		19,304		53,747
Mitogize		111,632		58,060
No. 1 MED		66,156		102,348
Energetique		139,604		-
Trim+		14,171		186,882
Total revenues	$	1,241,252	$	1,214,600

Revenue Recognition

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

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

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

Sales of Health and wellness products

- Performance obligations satisfied at a point in time

The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the health and wellness products are transferred to its customer at the Company’s office or shipment of the goods. Such revenues are recognized at a point in time after all performance obligations are satisfied. The revenue is recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of purchase. Historically, there were insignificant sales returns.

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

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

Disaggregated information of revenues by products are as follows:

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

Cost of Revenues

Cost of Revenues

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

Cost of Revenues

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

Shipping and Handling

Shipping and Handling

Shipping and handling charges amounted to $931 and $6,276 for the three months ended March 31, 2020 and 2019, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

Shipping and Handling

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

Advertising Costs

Advertising Costs

Advertising costs amounted to $23,740 and $49,232 for the three months ended March 31, 2020 and 2019, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Advertising Costs

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

Defined Contribution Plan

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 $26,033 and $35,894 for the three months ended March 31, 2020 and 2019, respectively.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

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 $129,669 and $92,022 for the years ended December 31, 2019 and 2018, respectively.

The related contribution plans include:

- Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 4,000;

- Employees Provident Fund (“EPF”) – 12% or 13% based on employee’s monthly salary above or below RM 5,000;

- Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

- Human Resource Development Fund (“HRDF”) – 1% based on employee’s monthly salary

Income Taxes

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

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the three months ended March 31, 2020 and 2019. The tax returns filed in 2017 to 2019 are subject to examination by any applicable tax authorities

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

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

Comprehensive Income (Loss)

Comprehensive Income (Loss)

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

Earnings (Loss) Per Share

Earnings (Loss) Per Share

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

Earnings (Loss) Per Share

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

Foreign Currency Translation and Transaction

Foreign Currency Translation and Transaction

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

Translation adjustments included in accumulated other comprehensive (loss) income amounted to $(25,534) and $75,637 as of March 31, 2020 and December 31, 2019, respectively. The balance sheet amounts, with the exception of shareholders’ equity at March 31, 2020 and December 31, 2019 were translated at 4.33 RM and 4.09 RM to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of operations and comprehensive income (loss) accounts for the three months ended March 31, 2020 and 2019 were 4.21 RM and 4.08 RM to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

Foreign Currency Translation and Transaction

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

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

Related Parties

Related Parties

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

Related Parties

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

Operating Leases

Operating Leases

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

Operating Leases

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

Fair Value Measurement

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

● Level 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.

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

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

The three levels are defined as follow:

● Level 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.

Prepayments and Other Assets

Prepayments and Other Assets

Prepayments and other assets are cash deposited or advanced to outside vendors and service providers for future inventory purchases and future services to be provided. This amount is refundable and bears no interest. For any prepayments determined by management that such advances will not be utilized, collected or refunded, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2020 and December 31, 2019, there is no allowance for the doubtful accounts.

Prepayments and Other Assets

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

Commission Expenses

Commission Expenses

Commission expenses are the Company’s most significant 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 $411,266 and $601,205 for the three months ended March 31, 2020 and 2019, respectively.

Commission Expenses

Commission expenses are the Company’s most significant 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. The Company also pays commissions to “stockists” who act as sales agents. Stockists only entitle to a straight commission and no sales network members working under them. Commission expenses amounted to $1,611,172 and $7,045,419 for the years ended December 31, 2019 and 2018, respectively.

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

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

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

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ORGANIZATION AND BUSINESS BACKGROUND (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

SCHEDULE OF SUBSIDIARIES AND ASSOCIATES

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100	%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100	%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99	%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100	%

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Details of the Company’s subsidiaries:

	Subsidiary company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held
1.	Agape ATP Corporation	Labuan, March 6, 2017	100 shares of ordinary share of US$1 each	Investment holding		100%
2.	Agape ATP International Holding Limited	Hong Kong, June 1, 2017	1,000,000 shares of ordinary share of HK$1 each	Wholesaling of health and wellness products; and health solution advisory services		100%
3.	Agape Superior Living Sdn. Bhd.	Malaysia, August 8, 2003	9,590,598 shares of ordinary share of RM1 each	Health and wellness products and health solution advisory services via network marketing		99.99%
4.	Agape S.E.A. Sdn. Bhd.	Malaysia, March 4, 2004	2 shares of ordinary share of RM1 each	VIE of Agape Superior Living Sdn. Bhd.		VIE
5.	Wellness ATP International Holdings Sdn, Bhd	Malaysia, September 11, 2020	100 shares of ordinary share of RM1 each	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns		100%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

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

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

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

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

SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS

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

Classification	Useful Life
Computer software	5 years

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

Classification	Useful Life
Computer software	5 years

SCHEDULE OF DIS-AGGREGATED INFORMATION OF REVENUES

Disaggregated information of revenues by products are as follows:

	For the three months ended				For the six months ended
	June 30,				June 30,
	2021		2020		2021		2020
Survivor Select	$	24,415	$	35,994	$	37,641	$	35,994
Energized Mineral Concentrate		8,291		22,606		52,183		22,606
Ionized Cal-Mag		18,485		611,160		40,298		611,160
Omega Blend		89,066		162,543		185,361		162,543
Beta Maxx		55,943		11,434		89,800		11,434
Vege-Fruit Fiber		-		6,106		-		6,106
Iron		8,431		-		16,715		-
Young Formula		14,458		349,738		25,901		349,738
Organic Youth Care Cleansing Bar		2,990		28,805		2,990		28,805
Mitogize		70,148		4,711		106,843		4,711
Lipomask		4,279		8,420		8,401		8,420
Hyaluronic Acid Serum		1,362		55,721		3,353		55,721
Mousse Facial Cleanser		3,042		3,127		7,660		3,127
Trim+		2,223		223,497		22,674		223,497
Total revenues	$	303,133	$	1,523,862	$	599,820	$	1,523,862

Disaggregated information of revenues by products are as follows:

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
			(Unaudited)
Survivor Select	$	149,897	$	-	$	-
Energized Mineral Concentrate		81,481		238,687		100,270
Ionized Cal-Mag		908,964		55,718		-
Omega Blend		495,567		137,752		68,927
BetaMaxx		156,550		191,246		67,789
Vege Fruit Fiber		1,755		-		-
Iron		133,389		-		-
Young Formula		653,631		117,453		-
Organic Youth Care Cleansing Bar		43,127		34,917		17,206
Mitogize		162,801		-		-
No. 1 MED		46,713		140,733		-
Energetique		253,396		174,808		175,170
Trim+		365,350		198,817		-
Total revenues	$	3,452,621	$	1,290,131	$	429,362

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES

Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of
	June 30, 2021		December 31, 2020
Period-end MYR : US$1 exchange rate		4.15		4.02
Period-end HKD : US$1 exchange rate		7.77		7.75

	For the three months ended				For the six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Period-average MYR : US$1 exchange rate		4.13		4.32		4.10		4.25
Period-average HKD : US$1 exchange rate		7.77		7.75		7.76		7.76

Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of
	December 31, 2020		December 31, 2019
Period-end MYR : US$1 exchange rate		4.02		4.09
Period-end HKD : US$1 exchange rate		7.75		7.79

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

	For the years ended				For the six months ended
	December 31,				December 31,
	2020		2019		2019
Period-average MYR : US$1 exchange rate		4.20		4.14		4.16
Period-average HKD : US$1 exchange rate		7.76		7.84		7.83

Superior Living SDN. BHD. [Member]

SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS

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

Classification	Useful Life
Computer software	5 years

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

Classification	Useful Life
Computer software	5 years

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

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

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

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

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

SCHEDULE OF DISAGGREGATED INFORMATION OF REVENUES

Disaggregated information of revenues by products are as follows:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Survivor Select	$	150,120	$	23,382
Energized Mineral Concentrate		133,529		111,899
Ionized Cal-Mag		39,353		13,912
Omega Blend		299,007		385,001
BetaMaxx		165,187		42,549
Vege Fruit Fiber		66,286		23,520
Iron		6,810		-
Young Formula		30,093		213,300
Organic Youth Care Cleansing Bar		19,304		53,747
Mitogize		111,632		58,060
No. 1 MED		66,156		102,348
Energetique		139,604		-
Trim+		14,171		186,882
Total revenues	$	1,241,252	$	1,214,600

Disaggregated information of revenues by products are as follows:

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

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VARIABLE INTEREST ENTITY (“VIE”) (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF VARIABLE INTEREST ENTITY

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

	June 30, 2021			December 31, 2020
Current assets	$	28,508		$	48,717
Other assets		7,985			-
Current liabilities		(51,028	)		(53,573	)
Net deficit	$	(14,535	)	$	(4,856	)

	June 30, 2021			December 31, 2020
Current assets:
Cash and cash equivalents	$	23,526		$	37,387
Prepaid taxes		4,982			11,330
Total current assets		28,508			48,717
Other asset – Deferred tax asset		7,985			-
Total assets	$	36,493		$	48,717
Current liabilities:
Accounts payable – intercompany	$	50,048		$	51,669
Other payables and accrued liabilities		980			1,904
Total current liabilities		51,028			53,573
Net deficit	$	(14,535	)	$	(4,856	)

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

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Operating revenues	$			$	129,492		$	-		$	129,492
Gross profit	$			$	1,373		$	-		$	1,373
Loss from operations	$	(5,019	)	$	(3,749	)	$	(11,967	)	$	(3,749	)
Net income (loss)	$	1,912		$	(18,139	)	$	(9,949	)	$	(18,139	)

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

	December 31, 2020
Current assets	$	48,717
Current liabilities		(53,573	)
Net deficit	$	(4,856	)

	December 31, 2020
Current asset:
Cash and cash equivalents	$	37,387
Prepaid taxes		11,330
Total current assets	$	48,717
Current liabilities:
Other payables and accrued liabilities	$	1,904
Other payables – intercompany		51,669
Total current liabilities	$	53,573

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3. VARIABLE INTEREST ENTITY (“VIE”) (CONT’D)

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

	For the Year Ended December 31, 2020
Operating revenues	$	346,907
Gross profit	$	4,442
Loss from operations	$	(10,752	)
Net loss	$	(24,014	)

Superior Living SDN. BHD. [Member]

SCHEDULE OF VARIABLE INTEREST ENTITY

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

	March 31, 2020			December 31, 2019
Current assets	$	514,203		$	572,469
Current liabilities		(495,419	)		(547,627	)
Net assets	$	18,784		$	24,842

	March 31, 2020		December 31, 2019
Current liabilities:
Accounts payable	$	491,628	$	520,786
Other payables and accrued liabilities		3,408		4,896
Other payables - related party		346		993
Customer deposits		-		20,912
Taxes payable		37		40
Total current liabilities	$	495,419	$	547,627

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

	For the Three Months Ended March 31, 2020			For the Three Months Ended March 31, 2019
Operating revenues	$	9,581		$	448,401
Gross profit (loss)	$	190		$	(1,755	)
Loss from operations	$	(4,770	)	$	(7,133	)
Net loss	$	(4,803	)	$	(14,168	)

SCHEDULE OF VARIABLE INTEREST ENTITY

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

	December 31, 2019			December 31, 2018
Current assets	$	572,469		$	243,766
Current liabilities		(547,627	)		(216,187	)
Net assets	$	24,842		$	27,579

	December 31, 2019		December 31, 2018
Current liabilities:
Accounts payable	$	520,786	$	-
Other payables and accrued liabilities		4,896		978
Other payables - related party		993		984
Customer deposits		20,912		214,199
Taxes payable		40		26
Total current liabilities	$	547,627	$	216,187

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

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

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BUSINESS COMBINATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Business Combination and Asset Acquisition [Abstract]

SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities	$	2,301,330
Total net assets acquired	$	1,804,046

The following table summarizes the carry value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of ASL.

	Carry Value
ASSETS
Current assets
Cash	$	1,206,493
Other receivables		33,210
Other receivables - related parties		219,121
Inventories		616,880
Prepaid taxes		1,206,821
Prepayments and other assets		318,267
Total current assets		3,600,792
Other assets
Property and equipment, net		325,648
Intangible assets, net		6,686
Deferred taxes asset, net		172,250
Total other assets		504,584
Total assets	$	4,105,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party	$	491,628
Customer deposits		1,600,606
Other payables and accrued liabilities		209,096
Total current liabilities		2,301,330
Total liabilities		2,301,330
Total net assets acquired		1,804,046

SCHEDULE OF PRO FORMA BUSINESS COMBINATION

	For the Six Months Ended
	June 30, 2020
Revenue	$	2,765,114
Cost of revenue		(571,407	)
Gross profit		2,193,707
Total operating expenses		(2,055,016	)
Income from operations		138,691
Other income, net		110,912
Income before income taxes		249,603
Provision for income taxes		(184,900	)
Net income	$	64,703
Net income per common share - basic and diluted	$	0.00
Weighted average number of common shares outstanding - basic and diluted		376,452,047

	For the Year Ended			For the Year Ended			For the Six Months Ended
	December 31, 2020			December 31, 2019			December 31, 2019
Revenue	$	4,693,873		$	4,160,820		$	2,246,458
Cost of revenue		(875,708	)		(789,409	)		(479,410	)
Gross profit		3,818,165			3,371,411			1,767,048
Total operating expenses		(3,839,184	)		(5,081,917	)		(2,468,902	)
Income (loss) from operations		(21,019	)		(1,710,506	)		(701,854	)
Other income (expense), net		267,633			(384,304	)		(146,649	)
Income (loss) before income taxes		246,614			(2,094,810	)		(848,503	)
Benefit of (provision for) income taxes		(212,414	)		319,189			117,009
Net income (loss)	$	34,200		$	(1,775,621	)	$	(731,494	)
Net income (loss) per common share - basic and diluted		0.00			0.00			0.00
Weighted average number of common shares outstanding - basic and diluted	$	376,452,047		$	376,452,047		$	376,452,047

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ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Credit Loss [Abstract]

SCHEDULE OF ACCOUNTS RECEIVABLES

	As of June 30, 2021		As of December 31, 2020
Accounts receivable	$	-	$	172,757
Allowance for doubtful accounts		-		-
Total	$	-	$	172,757

	As of December 31, 2020		As of December 31, 2019
Accounts receivable	$	172,757	$	-
Accounts receivable – related party		-		520,786
Total	$	172,757	$	520,786

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INVENTORIES (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF INVENTORIES

Inventories consist of the following:

	As of June 30, 2021		As of December 31, 2020
Finished goods	$	490,275	$	589,814

Inventories consist of the following:

	As of December 31, 2020		As of December 31, 2019
Finished goods	$	589,814	$	-

Superior Living SDN. BHD. [Member]

SCHEDULE OF INVENTORIES

Inventories consist of the following:

	March 31, 2020		December 31, 2019
Finished goods	$	616,880	$	552,901

Inventories consist of the following:

	December 31, 2019		December 31, 2018
Finished goods	$	552,901	$	137,553

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PREPAYMENTS AND DEPOSITS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Prepayments And Deposits

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

	As of June 30, 2021			As of December 31, 2020
Receivables from sales distributors	$	32,820		$	35,302
Deposits to suppliers		273,109			261,068
Subtotal		305,929			296,370
Less: Provision for doubtful accounts		(121,622	)		-
Total	$	184,307		$	296,370

	As of December 31, 2020		As of December 31, 2019
Prepaid expenses	$	-	$	2,641
Receivables from sales distributors		35,302		-
Deposits to suppliers		261,068		266,552
Total	$	296,370	$	269,193

SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS

Movements of allowance for doubtful accounts are as follows:

	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021			For the Year End December, 31, 2020
Beginning balance	$	-		$	-		$	-
Addition		121,686			121,686			-
Write off		-			-			-
Exchange rate effect		(64	)		(64	)		-
Ending balance	$	121,622		$	121,622		$	-

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PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, net consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer and office equipment	$	80,087		$	81,437
Furniture & fixtures		122,984			126,966
Leasehold improvements		203,894			210,496
Vehicle		99,347			102,564
Subtotal		506,312			521,463
Less: accumulated depreciation		(253,871	)		(223,154	)
Total	$	252,441		$	298,309

Property and equipment, net consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer and office equipment	$	81,437		$	-
Furniture & fixtures		126,966			-
Leasehold improvements		210,496			-
Vehicle		102,564			-
Subtotal		521,463			-
Less: accumulated depreciation		(223,154	)		-
Total	$	298,309		$	-

Superior Living SDN. BHD. [Member]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment, net consist of the following:

	March 31, 2020			December 31, 2019
Computer equipment	$	70,895		$	91,696
Office equipment, furniture & fixtures		117,691			143,938
Leasehold improvements		195,117			210,472
Vehicle		95,071			100,709
Subtotal		478,774			546,815
Less: accumulated depreciation		(153,126	)		(182,211	)
Total	$	325,648		$	364,604

Property and equipment, net consist of the following:

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

XML

INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of June 30, 2021			As of December 31, 2020
Computer software	$	34,678		$	35,801
Less: accumulated amortization		(30,029	)		(29,975	)
Total	$	4,649		$	5,826

Intangible assets, net, consist of the following:

	As of December 31, 2020			As of December 31, 2019
Computer software	$	35,801		$	-
Less: accumulated amortization		(29,975	)		-
Total	$	5,826		$	-

Superior Living SDN. BHD. [Member]

SCHEDULE OF INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	March 31, 2020			December 31, 2019
Computer software	$	33,012		$	139,798
Less: accumulated amortization		(26,326	)		(132,206	)
Total	$	6,686		$	7,592

SCHEDULE OF INTANGIBLE ASSETS

Intangible assets, net, consist of the following:

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

XML

INVESTMENT IN MARKETABLE SECURITIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment In Marketable Securities

SCHEDULE OF INVESTMENT IN MARKETABLE SECURITIES

	As of June 30, 2021			As of December 31, 2020
Cost of investment	$	577,035		$	66,484
Dividend income from Greenpro Capital Corp.		-			160,062
Unrealized holding (loss) gain		(165,731	)		350,137
Exchange rate effect		(835	)		352
Investment in marketable securities	$	410,469		$	577,035

	As of December 31, 2020		As of December 31, 2019
Cost of investment	$	66,484	$	134,166
Dividend income from Greenpro Capital Corp.		160,062		-
Unrealized holding gain (loss)		350,137		(68,391	)
Exchange rate effect		352		709
Investment in marketable securities	$	577,035	$	66,484

XML

INVESTMENT IN NON-MARKETABLE SECURITIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Investment In Non-marketable Securities

SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES

Unreserved Sdn Bhd	As of June 30, 2021		As of December 31, 2020
Investment in non-marketable securities	$	-	$	730,637
Less: Sale of investment in non-marketable securities		-		(730,637	)
Investment in non-marketable securities	$	-	$	-
Phoenix Plus Corporation
Cost of investment	$	1,500	$	1,500
Total	$	1,500	$	1,500

Unreserved Sdn Bhd	As of December 31, 2020			As of December 31, 2019
Investment in non-marketable securities	$	730,637		$	730,637
Less: Sale of investment in non-marketable securities		(730,637	)		-
Investment in non-marketable securities	$	-		$	730,637
Phoenix Plus Corporation
Cost of investment	$	1,500		$	1,500
Total investment in non-marketable securities	$	1,500		$	732,137

XML

OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

	As of June 30, 2021		As of December 31, 2020
Professional fees	$	151,269	$	297,636
Promotion expenses		36,259		37,433
Payroll		22,730		23,976
Commissions		231,603		224,711
Others		63,689		63,921
Total	$	505,550	$	647,677

	As of December 31, 2020		As of December 31, 2019
Professional fees	$	297,636	$	58,594
Promotion expenses		37,433		-
Payroll		23,976		-
Commission		224,711		-
Others		63,921		18,652
Total	$	647,677	$	77,246

Superior Living SDN. BHD. [Member]

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consist of the following:

	March 31, 2020		December 31, 2019
Payables to non-trade vendors and service providers	$	209,096	$	252,902

Other payables and accrued liabilities consist of the following:

	December 31, 2019		December 31, 2018
Payables to non-trade vendors and service providers	$	252,902	$	968,547

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RELATED PARTY BALANCES AND TRANSACTIONS (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,224	$	2,227
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		3,375		996
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		-		12
Total			$	5,599	$	3,235

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of June 30, 2021		As of December 31, 2020
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing label fees	$	-	$	455
Total			$	-	$	455

Related party transactions

Revenue

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Sale of products	$	-	$	13,654
Total			$	-	$	13,654

Other Income

Name of Related Party	Relationship	Nature	For the Three Months Ended June 30, 2021		For the Three Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	1,458	$	-
Total			$	1,458	$	-

Name of Related Party	Relationship	Nature	For the Six Months Ended June 30, 2021		For the Six Months Ended June 30, 2020
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,929	$	-
Total			$	2,929	$	-

Accounts receivable – related party

Name of Related Party	Relationship	Nature		As of December 31, 2020		As of December 31, 2019
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	520,786
Total				$	-	$	520,786

Amount due from related parties

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Agape ATP (Asia) Limited (“AATP Asia”)	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Expenses paid for AATP Asia	$	2,227	$	2,217
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rent due from Hostastay		996		-
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Expenses paid for TH3 Technology		12		-
Total			$	3,235	$	2,217

Amount due to a Related Party

Name of Related Party	Relationship	Nature	As of December 31, 2020		As of December 31, 2019
Mr. How Kok Choong	CEO and director of the Company	Acquisition payment of ASL and expenses paid for the Company	$	-	$	3,952
Agape Superior Living Pty Ltd	Mr. How Kok Choong, the CEO and director of the Company	ATP Printing Label fees		455		-
Total			$	455	$	3,952

AGAPE ATP CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

14. RELATED PARTY BALANCES AND TRANSACTIONS (CONT’D)

Related party transactions

Revenue

Name of Related Party	Relationship	Nature		For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
						(Unaudited)
SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA		Sales of products	$	-	$	1,268,670	$	429,362
Agape Superior Living Pty Ltd (“ASLPL”)	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL		Sales of products		18,060		21,461		-
Total				$	18,060	$	1,290,131	$	429,362

Other income

Name of Related Party	Relationship	Nature	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019		For the Six Months Ended December 31, 2019
					(Unaudited)
Hostastay Sdn. Bhd.	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Sublease rental income due from Hostastay	$	2,881	$	-	$	-
Total			$	2,881	$	-	$	-

Superior Living SDN. BHD. [Member]

SCHEDULE OF RELATED PARTY TRANSACTIONS

Other Receivable – Related Parties

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Singapore	Mr. How Kok Choong, the CEO and director of the Company	Fees paid for Agape Singapore	$	9,994	$	10,586
How Academy Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to How Academy for business operational expenses		21,716		23,004
Redboy Picture Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to Redboy for business operational expenses		123,019		132,141
TH3 Technology Sdn Bhd	Mr. How Kok Choong, the director of the Company	Paid advance to TH3 for business operational expenses		64,392		68,211
Total			$	219,121	$	233,942

Accounts Payable - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchase	$	491,628	$	520,786
Total			$	491,628	$	520,786

Other Payables - Related Party

Name of Related Party	Relationship	Nature	March 31, 2020		December 31, 2019
Agape Superior Living Pty Ltd, Taiwan	Mr. How Kok Choong, the CEO and director of the Company	Printing of product label expenses	$	-	$	12,104
Total			$	-	$	12,104

Purchases

Name of Related Party	Relationship	Nature	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Agape ATP International Holding Limited	Mr. How Kok Choong, the CEO and director of the Company	Purchases	$	-	$	464,297
Total			$	-	$	464,297

SCHEDULE OF RELATED PARTIES RELATIONSHIPS

Other receivable – related parties

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

Other Receivable – Related Parties (Continued)

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

Prepayment - Related Party

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

Accounts Payable - Related Party

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

Other Payables - Related Parties

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

Purchases

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

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INCOME TAXES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX

The United States and foreign components of income (loss) before income taxes were comprised of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Tax jurisdictions from:
Local – United States	$	(96,370	)	$	(161,751	)	$	(204,295	)	$	(304,170	)
Foreign – Malaysia		(177,983	)		369,367			(469,675	)		313,780
Foreign – Hong Kong		(363,901	)		13,691			(291,814	)		(20,053	)
(Loss) income before income tax	$	(638,254	)	$	221,307		$	(965,784	)	$	(10,443	)

	For the years ended						For the six months ended
	December 31,						December 31,
	2020			2019			2019
				(Unaudited)
Tax jurisdictions from:
- U.S.	$	(735,159	)	$	(321,808	)	$	(279,476	)
- Foreign – Malaysia		1,070,806			38,625			(4,174	)
- Foreign – Hong Kong		180,700			(439,909	)		(55,281	)
Income (loss) before income taxes	$	516,347		$	(723,092	)	$	(338,931	)

SCHEDULE OF PROVISION FOR INCOME TAX

The provision for income taxes consisted of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Current:
- Local	$	(22,205	)	$	-		$	(22,205	)	$	-
- Foreign		(14,461	)		-			(41,185	)		-
Deferred:
- Local		-			-			-			-
- Foreign		32,695			(134,067	)		53,299			(134,067	)
Provision for income tax	$	(3,971	)	$	(134,067	)	$	(10,091	)	$	(134,067	)

The (provision for) benefit of income taxes consisted of the following:

	For the Years Ended December 31,					For the Six Months Ended December 31,
	2020			2019		2019
				(Unaudited)
Current:
- U.S.	$	-		$	-	$	-
- Foreign		16,748			6,965		-
Deferred:
- U.S.		-			-		-
- Foreign		(178,329	)		-		-
(Provision for) benefit of income taxes	$	(161,581	)	$	6,965	$	-

SCHEDULE OF DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of June 30, 2021			As of December 31, 2020
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	42,902		$	-
Net operating loss carry forwards in Malaysia		47,090			62,678
Less: valuation allowance		(42,902	)		-
Deferred tax liabilities:
Depreciation		-			(68,421	)
Deferred tax assets (liabilities), net	$	47,090		$	(5,743	)

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of December 31, 2020			As of December 31, 2019
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	65,648		$	43,410
Net operating loss carry forwards in Malaysia		62,678			-
Less: valuation allowance		(65,648	)		(43,410	)
Deferred tax liabilities:
Depreciation		(68,421	)		-
Deferred tax liabilities, net	$	(5,743	)	$	-

SCHEDULE OF EFFECTIVE INCOME TAX RATE

The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

	For the years ended							For the six months ended
	December 31,							December 31,
	2020				2019			2019
					(Unaudited)
U.S. statutory rate		21.0	%			21.0	%		21.0	%
Valuation allowance		(4.0	)%			(21.0	)%		(21.0	)%
Differential tax rate in Malaysia		3.0	%			0.0	%		0.0	%
Permanent difference		11.3	%	(1)		1.0	%		0.0	%
Effective tax rate		31.3	%			1.0	%		0.0	%

(1) 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF LEASE COMMITMENTS

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending June 30,	Operating lease liabilities
2022	$	162,318
2023		153,835
2024		8,323
Total lease payments		324,476
Less: interest		(17,868	)
Present value of lease liabilities	$	306,608

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending December 31,	Operating lease liabilities
2021	$	172,191
2022		168,890
2023		83,259
Thereafter		-
Total lease payments		424,340
Less: interest		(28,576	)
Present value of lease liabilities	$	395,764

SCHEDULE OF FUTURE MINIMUM PURCHASE COMMITMENT

The total future minimum purchase commitment under a non-cancellable purchase contract as of June 30, 2021 for the next five years and thereafter is as follows:

Twelve months ending June 30,	Minimum purchase
2022	$	693,900
2023		693,900
2024		693,900
2025		693,900
2026		693,900
Thereafter		1,040,850
Total minimum purchase commitments required	$	4,510,350

The total future minimum purchase commitment under a non-cancellable purchase contract as of December 31, 2020 for the next five years and thereafter is as follows:

Twelve months ending December 31,	Minimum purchase
2021	$	693,900
2022		693,900
2023		693,900
2024		693,900
2025		693,900
Thereafter		1,387,800
Total minimum purchase commitments required	$	4,857,300

Superior Living SDN. BHD. [Member]

SCHEDULE OF FUTURE MINIMUM PURCHASE COMMITMENT

The Company has entered into five non-cancellable operating lease agreements for one office space, one sales and training center, two distribution centers and one employee apartment. The Company’s commitment for minimum lease payments under these operating leases as of March 31, 2020 for the next five years is as follow:

Twelve Months Ending March 31,	Minimum Lease Payment
2021	$	164,745
2022		158,981
2023		156,551
2024		38,038
Thereafter		-
Total minimum payments required	$	518,315

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

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

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ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE – RELATED PARTY (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Receivables [Abstract]

SCHEDULE OF ACCOUNTS RECEIVABLES - RELATED PARTY

	As of June 30, 2021		As of December 31, 2020
Accounts receivable	$	-	$	172,757
Allowance for doubtful accounts		-		-
Total	$	-	$	172,757

	As of December 31, 2020		As of December 31, 2019
Accounts receivable	$	172,757	$	-
Accounts receivable – related party		-		520,786
Total	$	172,757	$	520,786

XML

PREPAYMENTS AND OTHER ASSETS (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

	As of June 30, 2021			As of December 31, 2020
Receivables from sales distributors	$	32,820		$	35,302
Deposits to suppliers		273,109			261,068
Subtotal		305,929			296,370
Less: Provision for doubtful accounts		(121,622	)		-
Total	$	184,307		$	296,370

	As of December 31, 2020		As of December 31, 2019
Prepaid expenses	$	-	$	2,641
Receivables from sales distributors		35,302		-
Deposits to suppliers		261,068		266,552
Total	$	296,370	$	269,193

Superior Living SDN. BHD. [Member]

SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

Prepayments and other assets consist of the following:

	March 31, 2020		December 31, 2019
Deposits to suppliers	$	274,558	$	396,731
Deposits to service providers		43,709		88,149
Total	$	318,267	$	484,880

SCHEDULE OF PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consist of the following:

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

XML

TAXES (Tables)

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

SCHEDULE OF COMPONENTS OF PROVISION (BENEFIT) FOR INCOME TAXES

The provision for income taxes consisted of the following:

	For the three months ended						For the six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Current:
- Local	$	(22,205	)	$	-		$	(22,205	)	$	-
- Foreign		(14,461	)		-			(41,185	)		-
Deferred:
- Local		-			-			-			-
- Foreign		32,695			(134,067	)		53,299			(134,067	)
Provision for income tax	$	(3,971	)	$	(134,067	)	$	(10,091	)	$	(134,067	)

The (provision for) benefit of income taxes consisted of the following:

	For the Years Ended December 31,					For the Six Months Ended December 31,
	2020			2019		2019
				(Unaudited)
Current:
- U.S.	$	-		$	-	$	-
- Foreign		16,748			6,965		-
Deferred:
- U.S.		-			-		-
- Foreign		(178,329	)		-		-
(Provision for) benefit of income taxes	$	(161,581	)	$	6,965	$	-

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of June 30, 2021			As of December 31, 2020
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	42,902		$	-
Net operating loss carry forwards in Malaysia		47,090			62,678
Less: valuation allowance		(42,902	)		-
Deferred tax liabilities:
Depreciation		-			(68,421	)
Deferred tax assets (liabilities), net	$	47,090		$	(5,743	)

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

	As of December 31, 2020			As of December 31, 2019
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	65,648		$	43,410
Net operating loss carry forwards in Malaysia		62,678			-
Less: valuation allowance		(65,648	)		(43,410	)
Deferred tax liabilities:
Depreciation		(68,421	)		-
Deferred tax liabilities, net	$	(5,743	)	$	-

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

The following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

	For the years ended							For the six months ended
	December 31,							December 31,
	2020				2019			2019
					(Unaudited)
U.S. statutory rate		21.0	%			21.0	%		21.0	%
Valuation allowance		(4.0	)%			(21.0	)%		(21.0	)%
Differential tax rate in Malaysia		3.0	%			0.0	%		0.0	%
Permanent difference		11.3	%	(1)		1.0	%		0.0	%
Effective tax rate		31.3	%			1.0	%		0.0	%

(1) 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

Superior Living SDN. BHD. [Member]

SCHEDULE OF COMPONENTS OF PROVISION (BENEFIT) FOR INCOME TAXES

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

	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Current	$	-	$	-
Deferred		50,833		(57,232	)
Provision (benefit) for income taxes	$	50,833	$	(57,232	)

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

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

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

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

	As of March 31,			As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carry forwards	$	196,494		$	260,479
Deferred tax liabilities:
Deprecation		(24,244	)		(25,682	)
Deferred tax assets, net	$	172,250		$	234,797

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

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

SUMMARY OF PREPAID TAXES

The following table contains the detail of prepaid taxes:

	As of March 31, 2020		As of December 31, 2019
Prepaid income taxes	$	1,198,475	$	1,173,122
Prepaid GST taxes		8,346		8,841
Total	$	1,206,821	$	1,181,963

The following table contains the detail of prepaid taxes:

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

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

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

	For the year ended December 31, 2019			For the year ended December 31, 2018
Statutory rate		24.0	%		24.0	%
Preferential tax rate reduction		(0.8	)%		(0.3	)%
Permanent difference		(0.4	)%		(0.5	)%
Effective tax rate		22.8	%		23.2	%

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

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

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SCHEDULE OF SUBSIDIARIES AND ASSOCIATES (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2021	May 08, 2020
Subsidiary Company [Member]
Schedule of Equity Method Investments [Line Items]
Subsidiary company name	Agape ATP Corporation	Agape ATP Corporation
Place and date of incorporation	Labuan, March 6, 2017	Labuan, March 6, 2017
Particulars of issued capital	100 shares of ordinary share of US$1 each	100 shares of ordinary share of US$1 each
Principal activities	Investment holding	Investment holding
Proportional of ownership interest and voting power held	100.00%	100.00%
Subsidiary Company One [Member]
Schedule of Equity Method Investments [Line Items]
Subsidiary company name	Agape ATP International Holding Limited	Agape ATP International Holding Limited
Place and date of incorporation	Hong Kong, June 1, 2017	Hong Kong, June 1, 2017
Particulars of issued capital	1,000,000 shares of ordinary share of HK$1 each	1,000,000 shares of ordinary share of HK$1 each
Principal activities	Wholesaling of health and wellness products; and health solution advisory services	Wholesaling of health and wellness products; and health solution advisory services
Proportional of ownership interest and voting power held	100.00%	100.00%
Subsidiary Company Two [Member]
Schedule of Equity Method Investments [Line Items]
Subsidiary company name	Agape Superior Living Sdn. Bhd.	Agape Superior Living Sdn. Bhd.
Place and date of incorporation	Malaysia, August 8, 2003	Malaysia, August 8, 2003
Particulars of issued capital	9,590,598 shares of ordinary share of RM1 each	9,590,598 shares of ordinary share of RM1 each
Principal activities	Health and wellness products and health solution advisory services via network marketing	Health and wellness products and health solution advisory services via network marketing
Proportional of ownership interest and voting power held	99.99%	99.99%		99.99%
Subsidiary Company Three [Member]
Schedule of Equity Method Investments [Line Items]
Subsidiary company name	Agape S.E.A. Sdn. Bhd.	Agape S.E.A. Sdn. Bhd.
Place and date of incorporation	Malaysia, March 4, 2004	Malaysia, March 4, 2004
Particulars of issued capital	2 shares of ordinary share of RM1 each	2 shares of ordinary share of RM1 each
Principal activities	VIE of Agape Superior Living Sdn. Bhd.	VIE of Agape Superior Living Sdn. Bhd.
Proportional of ownership interest and voting power held		100.00%	100.00%
Subsidiary Company Four [Member]
Schedule of Equity Method Investments [Line Items]
Subsidiary company name	Wellness ATP International Holdings Sdn, Bhd	Wellness ATP International Holdings Sdn, Bhd
Place and date of incorporation	Malaysia, September 11, 2020	Malaysia, September 11, 2020
Particulars of issued capital	100 shares of ordinary share of RM1 each	100 shares of ordinary share of RM1 each
Principal activities	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns	The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns
Proportional of ownership interest and voting power held	100.00%	100.00%

XML

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Jul. 02, 2020	May 08, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021
Stock Issued During Period, Value, New Issues			$ 1,057,508		$ 1,147,551
Share Exchange Agreement [Member] | Mr. How Kok Choong [Member]
Ownership interest percentage		99.99%
Stock issued during period acquisitions, shares		9,590,596
Stock Issued During Period, Shares, New Issues		176,547
Stock Issued During Period, Value, New Issues		$ 1,147,551
Loan receivable		656,495
Consideration amount		$ 1,804,046
Share Exchange Agreement [Member] | Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member]
Ownership interest percentage		99.99%
Stock issued during period acquisitions, shares				176,547
Ordinary shares no par value		$ 0
Stock Issued During Period, Shares, New Issues				176,547	176,547
Loan receivable				$ 656,495
Consideration amount	$ 1,804,046
Agape ATP International Holding Limited [Member]
Ownership interest percentage					100.00%		100.00%
Subsidiary Company Two [Member]
Ownership interest percentage		99.99%			99.99%		99.99%

XML

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment		5 years	5 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment		7 years	7 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment		6 years	6 years
Furniture and Fixtures [Member] | Minimum [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment	6 years			6 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment		7 years	7 years
Furniture and Fixtures [Member] | Maximum [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment	7 years			7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives of Property and Equipment		Lease Term	Lease Term
Leasehold Improvements [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives of Property and Equipment	Lease Term			Lease Term
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment		5 years	5 years
Machinery and Equipment [Member] | Minimum [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment	5 years			5 years
Machinery and Equipment [Member] | Maximum [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment	7 years			7 years
Vehicle [Member] | Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property and Equipment	5 years			5 years

XML

SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS, NET (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	5 years	5 years

XML

SCHEDULE OF DIS-AGGREGATED INFORMATION OF REVENUES (Details) - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended			11 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 13, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 13, 2020	Dec. 31, 2020	Dec. 31, 2019
Product Information [Line Items]
Total revenues	$ 303,133	$ 1,523,862		$ 599,820	$ 1,523,862
Total revenues	303,786	1,523,862		605,566	1,523,862	$ 429,362		$ 3,452,621	$ 1,290,131
Survivor Select [Member]
Product Information [Line Items]
Total revenues	24,415	35,994		37,641	35,994
Total revenues								149,897
Energized Mineral Concentrate [Member]
Product Information [Line Items]
Total revenues	8,291	22,606		52,183	22,606
Total revenues						100,270		81,481	238,687
Ionized Cal-Mag [Member]
Product Information [Line Items]
Total revenues	18,485	611,160		40,298	611,160
Total revenues								908,964	55,718
Omega Blend [Member]
Product Information [Line Items]
Total revenues	89,066	162,543		185,361	162,543
Total revenues						68,927		495,567	137,752
Beta Maxx [Member]
Product Information [Line Items]
Total revenues	55,943	11,434		89,800	11,434
Total revenues						67,789		156,550	191,246
Vege-Fruit Fiber [Member]
Product Information [Line Items]
Total revenues		6,106			6,106
Total revenues								1,755
Iron [Member]
Product Information [Line Items]
Total revenues	8,431			16,715
Total revenues								133,389
Young Formula [Member]
Product Information [Line Items]
Total revenues	14,458	349,738		25,901	349,738
Total revenues								653,631	117,453
Organic Youth Car Cleansing Bar [Member]
Product Information [Line Items]
Total revenues	2,990	28,805		2,990	28,805
Mitogize [Member]
Product Information [Line Items]
Total revenues	70,148	4,711		106,843	4,711
Total revenues								162,801
Lipomask [Member]
Product Information [Line Items]
Total revenues	4,279	8,420		8,401	8,420
Hyaluronic Acid Serum [Member]
Product Information [Line Items]
Total revenues	1,362	55,721		3,353	55,721
Mousse Facial Cleanser [Member]
Product Information [Line Items]
Total revenues	3,042	3,127		7,660	3,127
Trim+ [Member]
Product Information [Line Items]
Total revenues	$ 2,223	$ 223,497		$ 22,674	$ 223,497
Total revenues							$ 365,350		198,817
Organic Youth Care Cleansing Bar [Member]
Product Information [Line Items]
Total revenues			$ 17,206					43,127	34,917
Number One M E D [Member]
Product Information [Line Items]
Total revenues								46,713	140,733
Energetique [Member]
Product Information [Line Items]
Total revenues						$ 175,170		$ 253,396	$ 174,808

XML

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES (Details)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Period-end MYR [Member]
Debt Instrument [Line Items]
Foreign Currency Exchange Rate, Translation	4.15		4.15		4.09	4.02	4.09
Period-end HKD [Member]
Debt Instrument [Line Items]
Foreign Currency Exchange Rate, Translation	7.77		7.77		7.79	7.75	7.79
Period-average MYR [Member]
Debt Instrument [Line Items]
Foreign currency exchange rate period average	4.13	4.32	4.10	4.25	4.16	4.20	4.14
Period-average HKD [Member]
Debt Instrument [Line Items]
Foreign currency exchange rate period average	7.77	7.75	7.76	7.76	7.83	7.76	7.84

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended				6 Months Ended				12 Months Ended
	Jun. 30, 2021 USD ($) shares	Jun. 30, 2020 USD ($) shares	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 MYR (RM) shares	Jun. 30, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 MYR (RM) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)
Product Information [Line Items]
Allowance for the doubtful accounts	$ 0				$ 0			$ 0	$ 0		$ 0
Inventories write-down					36,636				0		0
Impairment of long-lived assets					0				0		0
Forfeited coupon income	4,115	$ 61,368			11,226		61,368		170,431		0
Net revenues	303,786	1,510,208			605,566		1,510,208		3,434,561
Cost of revenue	35,623	471,554			113,214		471,554	383,479	775,855		1,200,829
Selling expenses	100,838	108,894			216,952		109,356		376,582		7,846
Advertising costs	8,721	2,882			16,658		2,882	0	14,339		0
Commission expenses	92,774	382,498			181,213		382,498	0	830,659		0
Defined contribution plan expense	27,067	23,710			$ 53,034		23,710	0	$ 75,802		0
Income tax examination, likelihood of unfavorable settlement					greater than 50%	greater than 50%			greater than 50%	greater than 50%
Penalties and interest incurred	395	$ 0			$ 395		$ 0	$ 0	$ 0		$ 0
Noncontrolling interest, description					Non-controlling interest mainly consists of approximately 0.01% (3 ordinary shares out of 9,590,599 shares) of the equity interests of ASL held by three individuals.	Non-controlling interest mainly consists of approximately 0.01% (3 ordinary shares out of 9,590,599 shares) of the equity interests of ASL held by three individuals.			Non-controlling interest mainly consists of approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals.	Non-controlling interest mainly consists of approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals.
Non-controlling interest	$ 0				$ 0				$ 0
Potentially dilutive securities outstanding | shares	0	0			0	0	0	0	0	0	0
Allowance for doubtful accounts								$ 0	$ 0		$ 0
Accumulated other comprehensive (loss) income	$ 106,385				$ 106,385			9,785	181,016		9,785
Commission expenses	92,774	$ 382,498			$ 181,213		$ 382,498		$ 830,659
Agape Superior Living S D N B H D [Member]
Product Information [Line Items]
Goods and service tax description											The Goods and Services Tax (“GST”) was enforced from April 1, 2015 to June 1, 2018, where goods and services were subjected to a standard GST rate of 6%. The Malaysian tax authorities reverted to the Sales and Service Tax (“SST”) on September 1, 2018. The standard SST rates on products and services are 10% and 6%, respectively.
Social Security Organization [Member]
Product Information [Line Items]
Salary percentage					1.75%	1.75%			1.75%	1.75%
Monthly salary | RM						RM 4,000				RM 4,000
Employees Provident Fund [Member]
Product Information [Line Items]
Salary percentage					12.00%	12.00%			12.00%	12.00%
Employment Insurance System [Member]
Product Information [Line Items]
Salary percentage					0.20%	0.20%			0.20%	0.20%
Monthly salary | RM										RM 4,000
Human Resource Development Fund [Member]
Product Information [Line Items]
Salary percentage					1.00%	1.00%			1.00%	1.00%
Agape Superior Living S D N B H D [Member]
Product Information [Line Items]
Allowance for the doubtful accounts			$ 0					0			$ 0
Forfeited coupon income			25,836	$ 0							46,304	$ 0
Net revenues			1,241,252	1,214,600							4,139,359	14,393,762
Advertising costs			23,740	49,232							267,543	26,110
Defined contribution plan expense			26,033	35,894							129,669	92,022
Penalties and interest incurred			0	0
Accumulated other comprehensive (loss) income			$ (25,534)					$ 75,637			$ 75,637	81,108
Foreign currency translation			1.00					1.00			1.00
Shipping and handling charges			$ 931	6,276							$ 13,801	8,304
Commission expenses			$ 411,266	$ 601,205							$ 1,611,172	$ 7,045,419
Foreign currency translation, description											The average translation rates applied to statement of income accounts for the years ended December 31, 2019 and 2018 were 4.14 RM and 4.03 RM to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.
Agape Superior Living S D N B H D [Member] | Employees Provident Fund [Member]
Product Information [Line Items]
Salary percentage			12.00%
Agape Superior Living S D N B H D [Member] | Employees Insurance System [Member]
Product Information [Line Items]
Salary percentage			0.20%
Agape Superior Living S D N B H D [Member] | Social Security Organization [Member]
Product Information [Line Items]
Salary percentage			1.75%								1.75%
Agape Superior Living S D N B H D [Member] | Human Resource Development Fund [Member]
Product Information [Line Items]
Salary percentage			1.00%								100.00%
Agape Superior Living S D N B H D [Member] | Employees Provident Fund [Member] | Minimum [Member]
Product Information [Line Items]
Salary percentage											1200.00%
Agape Superior Living S D N B H D [Member] | Employees Provident Fund [Member] | Maximum [Member]
Product Information [Line Items]
Salary percentage											1300.00%
Agape Superior Living S D N B H D [Member] | Employment Insurance System [Member]
Product Information [Line Items]
Salary percentage											20.00%
Agape Superior Living S D N B H D [Member] | Other Comprehensive Income (Loss) [Member]
Product Information [Line Items]
Foreign currency translation			1.00	1.00
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member]
Product Information [Line Items]
Foreign currency translation			4.33					4.09			4.09	4.13
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member] | Employment Insurance System [Member]
Product Information [Line Items]
Monthly salary			$ 40
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member] | Social Security Organization [Member]
Product Information [Line Items]
Monthly salary			$ 4,000								$ 4,000
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member] | Employees Provident Fund [Member]
Product Information [Line Items]
Monthly salary											5,000
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member] | Employment Insurance System [Member]
Product Information [Line Items]
Monthly salary											4,000
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member] | Other Comprehensive Income (Loss) [Member]
Product Information [Line Items]
Foreign currency translation			4.21	4.08
Health And Wellness Products [Member]
Product Information [Line Items]
Net revenues					$ 68,550				$ 116,541
Health And Wellness Products [Member] | Agape Superior Living S D N B H D [Member]
Product Information [Line Items]
Net revenues			$ 1,420,392								1,484,614
Health And Wellness Services [Member]
Product Information [Line Items]
Net revenues	653	0			5,746		0
Shipping and Handling [Member]
Product Information [Line Items]
Selling expenses	$ 2,990	$ 2,555			$ 5,272		$ 2,555	$ 0	$ 9,315		$ 0

XML

SCHEDULE OF VARIABLE INTEREST ENTITY (Details) - USD ($)	3 Months Ended					6 Months Ended			12 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Trading Activity, Gains and Losses, Net [Line Items]
Current assets	$ 4,608,213					$ 4,608,213		$ 3,536,653	$ 5,684,271	$ 3,536,653
Current liabilities	(860,383)					(860,383)		(83,988)	(1,038,542)	(83,988)
Net deficit	4,874,328	$ 5,552,900	$ 5,200,096	$ 4,027,306	$ 5,024,352	4,874,328	$ 5,200,096	4,251,286	5,924,834	4,251,286	$ 4,956,334
Cash and cash equivalents	3,300,800					3,300,800		2,744,457	3,517,600	2,744,457
Prepaid taxes	627,232					627,232			1,104,495
Net assets	5,892,107					5,892,107		4,335,274	7,210,607	4,335,274
Total current liabilities	860,383					860,383		83,988	1,038,542	83,988
Operating revenues	303,786		1,510,208			605,566	1,510,208		3,434,561
Gross profit	268,163		1,052,308			492,352	1,052,308	45,883	2,676,766	89,302
Income from operations	(408,997)		46,192			(751,507)	(113,324)	(266,387)	(158,135)	(314,592)
Net income (loss)	(642,225)	$ (333,650)	87,240	(231,750)	71,215	(975,875)	(144,510)	(338,931)	354,766	(716,127)
Customer deposits	1,215,004					1,215,004			1,112,147
Taxes payable	36,877					36,877
Agape Superior Living S D N B H D [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Current assets				3,600,792				3,519,187		3,519,187	2,717,559
Current liabilities				(2,301,330)				(2,418,539)		(2,418,539)	(2,343,970)
Net deficit				1,804,046	552,765			1,707,641		1,707,641	795,335	$ 2,103,430
Cash and cash equivalents				1,206,493				1,030,829		1,030,829	1,544,525
Prepaid taxes				1,206,821				1,181,963		1,181,963	188,198
Net assets				4,105,376				4,126,180		4,126,180	3,158,206
Total current liabilities				2,301,330				2,418,539		2,418,539	2,343,970
Operating revenues				1,241,252	1,214,600					4,139,359	14,393,762
Gross profit				1,129,763	1,010,762					3,282,109	12,002,165
Income from operations				244,996	(304,584)					(1,395,914)	2,533,275
Net income (loss)				197,576	(252,125)					(1,059,494)	1,981,911
Other payables - related party								12,104		12,104	4,376
Variable Income Interest Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Current assets	28,508					28,508			48,717
Other assets	7,985					7,985
Current liabilities	(51,028)					(51,028)			(53,573)
Net deficit	(14,535)					(14,535)			(4,856)
Cash and cash equivalents	23,526					23,526			37,387
Prepaid taxes	4,982					4,982			11,330
Net assets	36,493					36,493			48,717
Accounts payable - intercompany	50,048					50,048			51,669
Other payables and accrued liabilities	980					980			1,904
Total current liabilities	51,028					51,028			53,573
Operating revenues			129,492				129,492		346,907
Gross profit			1,373				1,373		4,442
Income from operations	(5,019)		(3,749)			(11,967)	(3,749)		(10,752)
Net income (loss)	$ 1,912		$ (18,139)			$ (9,949)	$ (18,139)		(24,014)
Other payables - related party									$ 51,669
Variable Income Interest Rate [Member] | Agape Superior Living S D N B H D [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Current assets				514,203				572,469		572,469	243,766
Current liabilities				(495,419)				(547,627)		(547,627)	(216,187)
Net assets				18,784				24,842		24,842	27,579
Other payables and accrued liabilities				3,408				4,896		4,896	978
Total current liabilities				495,419				547,627		547,627	216,187
Operating revenues				9,581	448,401					1,382,516	883,216
Gross profit				190	(1,755)					47,800	138,508
Income from operations				(4,770)	(7,133)					26,613	119,849
Net income (loss)				(4,803)	$ (14,168)					(2,956)	144,042
Other payables - related party				346				993		993	984
Accounts payable				491,628				520,786		520,786
Customer deposits								20,912		20,912	214,199
Taxes payable				37				40		40	26
Total current liabilities				$ 495,419				$ 547,627		$ 547,627	$ 216,187

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VARIABLE INTEREST ENTITY (“VIE”) (Details Narrative)	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Agape Superior Living S D N B H D [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership interest percentage			100.00%	100.00%
Subsidiary Company Three [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership interest percentage	100.00%	100.00%

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SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]
Cash	$ 1,206,493	$ 1,206,493
Other receivables	33,210	33,210
Other receivables - related parties	219,121	219,121
Inventories	616,880	616,880
Prepaid taxes	1,206,821	1,206,821
Prepayments and other assets	318,267	318,267
Total current assets	3,600,792	3,600,792
Property and equipment, net	325,648	325,648
Intangible assets, net	6,686	6,686
Deferred taxes asset, net	172,250	172,250
Total other assets	504,584	504,584
Total assets	4,105,376	4,105,376
Accounts payable - related party	491,628	491,628
Customer deposits	1,600,606	1,600,606
Other payables and accrued liabilities	209,096	209,096
Total current liabilities	2,301,330	2,301,330
Total liabilities	2,301,330	2,301,330
Total net assets acquired	$ 1,804,046	$ 1,804,046

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SCHEDULE OF PRO FORMA BUSINESS COMBINATION (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 2,765,114	$ 2,246,458	$ 4,693,873	$ 4,160,820
Cost of revenue	(571,407)	(479,410)	(875,708)	(789,409)
Gross profit	2,193,707	1,767,048	3,818,165	3,371,411
Total operating expenses	(2,055,016)	(2,468,902)	(3,839,184)	(5,081,917)
Income (loss) from operations	138,691	(701,854)	(21,019)	(1,710,506)
Other income (expense), net	110,912	(146,649)	267,633	(384,304)
Income (loss) before income taxes	249,603	(848,503)	246,614	(2,094,810)
Benefit of (Provision for) income taxes	(184,900)	117,009	(212,414)	319,189
Net income (loss)	$ 64,703	$ (731,494)	$ 34,200	$ (1,775,621)
Net income (loss) per common share - basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding - basic and diluted	376,452,047	376,452,047	376,452,047	376,452,047

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BUSINESS COMBINATION (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Jul. 02, 2020	May 08, 2020	Mar. 31, 2020	Dec. 31, 2020	Jun. 30, 2021	Dec. 13, 2020	Jun. 30, 2020	Dec. 31, 2019	Mar. 10, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value				$ 0.0001	$ 0.0001			$ 0.0001
Cash and cash equivalents				$ 3,517,600	$ 3,300,800			$ 2,744,457
Cash in bank				1,112,147	1,215,004			238,937
Time deposits				$ 2,391,182	$ 2,077,345			$ 2,505,520
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership interest percentage									17.86%
Percentage of Interest rate for time deposits					1.80%	2.95%	2.95%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership interest percentage									20.00%
Percentage of Interest rate for time deposits					2.15%	3.25%	3.25%
Mr. How Kok Choong [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchased price per shares			$ 6.50
Share Exchange Agreement [Member] | Mr. How Kok Choong [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period acquisitions, shares		9,590,596
Ownership interest percentage		99.99%
Purchase consideration value		$ 1,804,046
Loan payable		$ 656,495
Issuance of common stock shares		176,547
Share Exchange Agreement [Member] | Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period acquisitions, shares			176,547
Ordinary shares no par value		$ 0
Ownership interest percentage		99.99%
Purchase consideration value	$ 1,804,046
Loan payable			$ 656,495
Issuance of common stock shares			176,547	176,547
Common stock par value			$ 0.0001
Percentage of common stock issued and outstanding			0.0469%
Stock issued during period, value, acquisitions			$ 1,147,551

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CASH AND CASH EQUIVALENTS (Details Narrative) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 13, 2020	Jun. 30, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 3,300,800	$ 3,517,600			$ 2,744,457
Cash on hand	1,215,004	1,112,147			238,937
Time deposits	$ 2,077,345	$ 2,391,182			$ 2,505,520
Minimum [Member]
Percentage of Interest rate for time deposits	1.80%		2.95%	2.95%
Maximum [Member]
Percentage of Interest rate for time deposits	2.15%		3.25%	3.25%

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SCHEDULE OF ACCOUNTS RECEIVABLES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Credit Loss [Abstract]
Accounts receivable		$ 172,757
Allowance for doubtful accounts
Total		$ 172,757

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SCHEDULE OF INVENTORIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Finished goods	$ 490,275	$ 589,814
Agape Superior Living S D N B H D [Member]
Finished goods			$ 616,880	$ 552,901	$ 137,553

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INVENTORIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory write-down	$ 36,636		$ 0	$ 0

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SCHEDULE OF PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Receivables from sales distributors	$ 32,820		$ 35,302
Deposits to supplier	273,109		261,068		266,552
Subtotal	305,929		296,370
Less: Provision for doubtful accounts	(121,622)
Prepayments and deposits	184,307		296,370		269,193
Prepaid expenses					2,641
Total	$ 184,307		$ 296,370		269,193
Agape Superior Living S D N B H D [Member]
Deposits to supplier				$ 274,558	396,731	$ 429,456
Prepayments and deposits				318,267	484,880	468,850
Total				318,267	484,880	468,850
Deposits to service providers				$ 43,709	$ 88,149	$ 39,394

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SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Prepayments And Deposits
Beginning balance
Addition	121,686	121,686
Write off
Exchange rate effect	(64)	(64)
Ending balance	$ 121,622	$ 121,622

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SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Subtotal	$ 506,312	$ 521,463
Less: accumulated depreciation	(253,871)	(223,154)
Total	252,441	298,309
Total	252,441	298,309
Computer and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	80,087	81,437
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal	122,984	126,966
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	203,894	210,496
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 99,347	$ 102,564

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PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Depreciation expense	$ 19,009	$ 17,716			$ 38,179	$ 17,716		$ 55,407
Agape Superior Living S D N B H D [Member]
Depreciation expense			$ 19,820	$ 21,257					$ 74,702	$ 28,715

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SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Computer software	$ 34,678	$ 35,801
Less: accumulated amortization	(30,029)	(29,975)
Total	4,649	5,826
Less: accumulated amortization	30,029	29,975
Total	$ 4,649	$ 5,826
Agape Superior Living S D N B H D [Member]
Computer software			$ 33,012	139,798	$ 135,916
Less: accumulated amortization			26,326	132,206	124,889
Total			6,686	7,592	11,027
Less: accumulated amortization			(26,326)	(132,206)	(124,889)
Total			$ 6,686	$ 7,592	$ 11,027

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INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Amortization expense	$ 496	$ 482			$ 1,006	$ 482	$ 0	$ 1,505	$ 0
Agape Superior Living S D N B H D [Member]
Amortization expense			$ 494	$ 1,621					$ 6,077	$ 5,709

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SCHEDULE OF INVESTMENT IN MARKETABLE SECURITIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Investment In Marketable Securities
Cost of investment	$ 577,035	$ 66,484	$ 134,166
Dividend income from Greenpro Capital Corp.		160,062
Unrealized holding (loss) gain	(165,731)	350,137
Exchange rate effect	(835)	352	709
Investment in marketable securities	$ 410,469	577,035	66,484
Unrealized holding gain (loss)		$ 350,137	$ (68,391)

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INVESTMENT IN MARKETABLE SECURITIES (Details Narrative) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 09, 2020	Nov. 03, 2020	Dec. 31, 2019	Oct. 16, 2018	Jul. 30, 2018	May 17, 2018
Investment amount	$ 577,035	$ 66,484			$ 134,166
Greenpro Capital Corp [Member]
Investment in securities, shares						33,333	20	83,333
Investment amount						$ 1,000	$ 125	$ 500,000
Purchased price per shares						$ 0.03	$ 6.2613	$ 6
D Swiss Inc [Member]
Investment in securities, shares			16,663	6,667
Investment amount			$ 83,315	$ 76,671
Purchased price per shares			$ 5	$ 11.50

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SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Apr. 03, 2019
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Cost of investment	$ 577,035	$ 66,484	$ 134,166
Total investment in non-marketable securities	1,500	1,500	732,137
Phoenix Plus Corporation [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Cost of investment	1,500	1,500	1,500	$ 1,500
Total investment in non-marketable securities	1,500	1,500	732,137
Directors of Unreserved Investments [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Investment in non-marketable securities		730,637	730,637
Less: Sale of investment in non-marketable securities		(730,637)
Investment in non-marketable securities			$ 730,637

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INVESTMENT IN NON-MARKETABLE SECURITIES (Details Narrative)	3 Months Ended	6 Months Ended			12 Months Ended
	Mar. 31, 2020 USD ($)	Jun. 30, 2021 USD ($) shares	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Jun. 30, 2021 MYR (RM) shares	Dec. 31, 2020 MYR (RM) shares	Mar. 03, 2020	Apr. 03, 2019 USD ($) $ / shares shares	Mar. 10, 2019
Investment amount		$ 577,035		$ 134,166	$ 66,484	$ 134,166
Ordinary shares authorized | shares		1,000,000,000		1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Proceeds from investments	$ 70,173		$ 70,173		$ 70,173
Phoenix Plus Corporation [Member]
Investment amount		1,500		1,500	1,500	1,500				$ 1,500
Equity interest percentage										5.00%
Shares Issued, Price Per Share | $ / shares										$ 0.0001
Phoenix Plus Corporation [Member] | Common Stock [Member]
Shares purchased during period | shares										15,000,000
Maximum [Member]
Equity interest percentage											20.00%
Minimum [Member]
Equity interest percentage											17.86%
Director [Member]
Investment amount		$ 863,592			$ 863,592		RM 3,500,000	RM 3,500,000
Equity interest percentage		20.00%			20.00%		20.00%	20.00%
Mr. How Kok Choong [Member]
Investment amount				730,637		730,637
Ordinary shares authorized | shares		2,500,000			2,500,000		2,500,000	2,500,000
Amount due from director	$ 660,464
Investment amount				$ 30,637		$ 30,637
Unreserved Sdn Bhd [Member]
Equity interest percentage									17.86%

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SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Professional fees	$ 151,269	$ 297,636		$ 58,594
Promotion expenses	36,259	37,433
Payroll	22,730	23,976
Commission	231,603	224,711
Others	63,689	63,921		18,652
Total	505,550	647,677		77,246
Payables to non-trade vendors and service providers	$ 505,550	$ 647,677		77,246
Agape Superior Living S D N B H D [Member]
Payables to non-trade vendors and service providers			$ 209,096	$ 252,902	$ 968,547

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SCHEDULE OF RELATED PARTIES (Details) - USD ($)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2020
Related Party Transaction [Line Items]
Amount due from related parties	$ 5,599		$ 5,599		$ 2,217	$ 3,235	$ 2,217
Amount due to a Related Party					3,952	455	3,952
Revenue		$ 13,654		$ 13,654	429,362	18,060	1,290,131
Other income	1,458		$ 2,929			$ 2,881
Accounts receivable - related party					520,786		$ 520,786
SEA [Member]
Related Party Transaction [Line Items]
Nature							Sales of products
Agape ATP (Asia) Limited [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia			Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia	Mr. How Kok Choong, the CEO and director of the Company is also the sole shareholder and director of AATP Asia
Nature			Expenses paid for AATP Asia			Expenses paid for AATP Asia	Expenses paid for AATP Asia
Amount due from related parties	2,224		$ 2,224		2,217	$ 2,227	$ 2,217
Hostastay Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay			Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay
Nature			Sublease rent due from Hostastay			Sublease rent due from Hostastay	Sublease rent due from Hostastay
Amount due from related parties	3,375		$ 3,375			$ 996
T H Three Technology Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology			Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology
Nature			Expenses paid for TH3 Technology			Expenses paid for TH3 Technology	Expenses paid for TH3 Technology
Amount due from related parties						$ 12
Agape Superior Living Pty Ltd [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company			Mr. How Kok Choong, the CEO and director of the Company	Mr. How Kok Choong, the CEO and director of the Company
Nature			ATP Printing label fees			ATP Printing label fees	ATP Printing Label fees
Amount due to a Related Party						$ 455
Agape Superior Living Pty Ltd ASLPL [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL		Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL	Mr. How Kok Choong, the CEO and director of the Company is a 51% shareholder and a director of ASLPL
Nature	Sale of products	Sale of products	Sale of products	Sale of products		Sales of products	Sales of products
Revenue		$ 13,654		$ 13,654		$ 18,060	$ 21,461
Hostastay Sdn Bhd One [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay		Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay	Mr. How Kok Choong, the CEO and director of the Company is also the director of Hostastay
Nature	Sublease rental income due from Hostastay	Sublease rental income due from Hostastay	Sublease rental income due from Hostastay	Sublease rental income due from Hostastay		Sublease rental income due from Hostastay	Sublease rental income due from Hostastay
Other income	$ 1,458		$ 2,929			$ 2,881
SEA [Member]
Related Party Transaction [Line Items]
Relationship						VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA	VIE of ASL, Mr. How Kok Choong, the CEO and director of the Company is the sole shareholder and director of SEA
Nature						Sales of products	Sales of products
Revenue					429,362		$ 1,268,670
Accounts receivable - related party					520,786		$ 520,786
Mr. How Kok Choong [Member]
Related Party Transaction [Line Items]
Relationship						CEO and director of the Company	CEO and director of the Company
Nature						Acquisition payment of ASL and expenses paid for the Company	Acquisition payment of ASL and expenses paid for the Company
Amount due to a Related Party					$ 3,952		$ 3,952

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STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 31, 2020	May 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Restructuring Cost and Reserve [Line Items]
Preferred stock, shares authorized			200,000,000		200,000,000		200,000,000	200,000,000	200,000,000
Preferred stock, shares issued			0		0		0	0	0
Preferred stock, shares outstanding			0		0		0	0	0
Common stock, shares authorized			1,000,000,000		1,000,000,000		1,000,000,000	1,000,000,000	1,000,000,000
Common stock, shares issued			376,452,047		376,452,047		376,275,500	376,452,047	376,275,500
Common stock, shares outstanding			376,452,047		376,452,047		376,275,500	376,452,047	376,275,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets			$ 4,105,376		$ 4,105,376			$ 4,105,376
Potentially dilutive securities outstanding			0	0	0	0	0	0	0
ASL [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued during period acquisitions, shares	13,853	162,694			13,853			13,853
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets			$ 90,043		$ 90,043			$ 90,043
Business acquisition percentage of voting interests			99.99%		99.99%			99.99%
Non controlling interests					$ 0			$ 0

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SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX (Details) - USD ($)	3 Months Ended		6 Months Ended				12 Months Ended		18 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020
Loss before income tax	$ (638,254)	$ 221,307	$ (965,784)	$ 516,347	$ (10,443)	$ (338,931)	$ 516,347	$ (723,092)
UNITED STATES
Local	(96,370)	(161,751)	(204,295)		(304,170)	(279,476)	(735,159)	(321,808)
MALAYSIA
Foreign	(177,983)	369,367	(469,675)		313,780	$ (4,174)	1,070,806	38,625
HONG KONG
Foreign	$ (363,901)	$ 13,691	$ (291,814)		$ (20,053)		$ 180,700	$ (439,909)	$ (55,281)

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SCHEDULE OF PROVISION FOR INCOME TAX (Details) - USD ($)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
- U.S.	$ (22,205)		$ (22,205)
- Foreign	(14,461)		(41,185)			16,748	6,965
- U.S.
- Foreign	32,695	(134,067)	53,299	(134,067)		(178,329)
Provision for income taxes	(3,971)	(134,067)	(10,091)	(134,067)		(161,581)	6,965
(Provision for) benefit of income taxes	$ (3,971)	$ (134,067)	$ (10,091)	$ (134,067)		$ (161,581)	$ 6,965

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SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Less: valuation allowance	$ (42,902)
Depreciation		(68,421)
Deferred tax assets (liabilities), net	47,090	5,743
Deferred tax assets (liabilities), net	(47,090)	(5,743)
Less: valuation allowance		(65,648)	(43,410)
Deferred tax assets, net		(5,743)
UNITED STATES
Net operating loss carry forwards	42,902
Net operating loss carry forwards		65,648	43,410
Less: valuation allowance		(66,000)	(43,000)
MALAYSIA
Net operating loss carry forwards	$ 47,090	$ 62,678

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INCOME TAXES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended			9 Months Ended	12 Months Ended
	Jan. 02, 2019	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Tax percentage						21.00%		21.00%	21.00%
Tax rate description				In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.				In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.
Tax benefit		$ 3,971	$ 134,067	$ 10,091	$ 134,067			$ 161,581	$ (6,965)
Income tax interest and penalties		395	$ 0	395	$ 0	$ 0		0	$ 0
Cumulative net operating loss								312,608
Deferred tax assets operating loss carryforwards		65,648		65,648
Cumulative net operating losses, utilized and reduced		0		0
Cumulative net operating loss								10,000
Deferred Tax Asset, Valuation Allowance		42,902		42,902
Effective Income Tax Rate Reconciliation, Percent						0.00%		31.30%	1.00%
Operating loss carryforwards expire year								2027
Deferred tax assets, valuation						$ 43,410		$ 65,648	$ 43,410
Unrecognized tax benefits						0		0	0
Unrecognized interest and penalties tax expense								$ 0	0
If Unutilized [Member]
Operating Loss Carryforwards [Line Items]
Cumulative net operating loss						24,000			24,000
Operating loss carryforwards expire year								2028
UNITED STATES
Operating Loss Carryforwards [Line Items]
Cumulative net operating loss						213,000		$ 313,000	213,000
Deferred tax assets, valuation						$ 43,000		66,000	$ 43,000
UNITED STATES | Subpart F and GILTI taxes [Member]
Operating Loss Carryforwards [Line Items]
Cumulative net operating loss		204,000		204,000				0
Deferred Tax Asset, Valuation Allowance		43,000		$ 43,000				$ 0
Labuan [Member]
Operating Loss Carryforwards [Line Items]
Tax percentage	24.00%
Effective Income Tax Rate Reconciliation, Percent	3.00%
MALAYSIA
Operating Loss Carryforwards [Line Items]
Tax percentage							17.00%
Income tax examination, description				The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the three and six months ended June 30, 2021 and RM 500,000 (or approximately $125,000) income for the three and six months ended June 30, 2020, with the remaining balance being taxed at the 24% rate.				The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) for the year ended December 31, 2020 and RM 500,000 (or approximately $125,000) income for the six months and year ended December 31, 2019, with the remaining balance being taxed at the 24% rate.
HONG KONG
Operating Loss Carryforwards [Line Items]
Tax percentage				16.50%			16.50%
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Tax percentage				21.00%				21.00%
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Tax percentage				35.00%				35.00%
Tax benefit								$ 134,000
Cumulative net operating loss								$ 636,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Tax benefit		$ 22,205		$ 22,205

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CONCENTRATIONS OF RISKS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended			12 Months Ended		18 Months Ended
	Dec. 31, 2020	Nov. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Jun. 29, 2021	Sep. 30, 2020	Mar. 10, 2019
Concentration Risk [Line Items]
Deposits	$ 1,112,147		$ 1,215,004		$ 1,215,004			$ 1,112,147
Deposit for insurance	563,788		776,485		776,485		$ 0	563,788	$ 0
[custom:CommissionExpensePercentage-0]											100.00%
Cash in bank	1,112,147		$ 1,215,004		$ 1,215,004		$ 238,937	$ 1,112,147	$ 238,937
Maximum [Member]
Concentration Risk [Line Items]
Proportional of ownership interest and voting power held												20.00%
D Swiss Inc [Member]
Concentration Risk [Line Items]
ividend received	$ 23,330	$ 23,330
Proportional of ownership interest and voting power held	0.01%	0.01%						0.01%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor One [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage							59.00%	74.10%	60.10%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Vendor Two [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage							41.00%	25.90%	39.90%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | E-commerce [Member] | Customer [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage			10.00%	10.00%	10.00%	10.00%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | One Sales Distributor [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage			21.90%		16.20%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Sales Distributor [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage				10.00%						10.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | E-commerce [Member] | Third Party [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage					100.00%			100.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | E-commerce [Member] | One Related Party [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage									100.00%
Accounts Payable [Member] | Customer Concentration Risk [Member] | Sales Distributor [Member] | Commission Expenses [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage								10.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage				100.00%	100.00%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Vendor [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage			100.00%			100.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | Maximum [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage								10.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentrations of risk percentage							100.00%		98.30%

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SCHEDULE OF LEASE COMMITMENTS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2021	$ 162,318	$ 172,191
2022	153,835	168,890
2023	8,323	83,259
Total lease payments	324,476	424,340
Less: interest	(17,868)	(28,576)
Present value of lease liabilities	$ 306,608	395,764
Thereafter

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SCHEDULE OF PURCHASE COMMITMENTS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2021	$ 693,900	$ 693,900
2022	693,900	693,900
2023	693,900	693,900
2024	693,900	693,900
2025	693,900	693,900
Thereafter	1,040,850	1,387,800
Total minimum purchase commitments required	$ 4,510,350	$ 4,857,300

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended				6 Months Ended			12 Months Ended
	May 31, 2021	Apr. 02, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Apr. 03, 2020
Restructuring Cost and Reserve [Line Items]
Operating lease liability			$ 306,608				$ 306,608			$ 395,764
Lease expiration term	May 31, 2023
Reduction in ROU assets and liabilities	$ 3,286
Rent expenses			$ 45,560	$ 52,672			$ 91,521	$ 66,180	$ 26,828	156,716	$ 53,594
Operating lease payments										$ 4,654
Commitments, Description										On February 16, 2021, Prime Minister, Tan Sri Muhyiddin Yassin announced that a National COVID-19 Immunisation Plan will be implemented for one year after February 2021, which 80% of the Malaysia population will be vaccinated to achieve herd immunization. On March 5, 2021, lockdowns in most part of the country was eased to a CMCO. As at the date of this report, over 450,000 doses of the COVID-19 vaccines have been administered in the country.
Agape Superior Living S D N B H D [Member]
Restructuring Cost and Reserve [Line Items]
Rent expenses					$ 44,338	$ 43,982					$ 175,755	$ 125,309
C O V I D Nineteen Impact [Member]
Restructuring Cost and Reserve [Line Items]
COVID-19 impact description							On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection of the country fall below 4,000; (ii) intensive Unit Care, or ICU, wards start operating at a moderate level; or (iii) 10% of the Malaysian population is fully vaccinated. The country is administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated, with another 30% having received at least one dose of the vaccine.
Training Center [Member]
Restructuring Cost and Reserve [Line Items]
Lease expiration term	August 31, 2023
ASL [Member]
Restructuring Cost and Reserve [Line Items]
Operating lease liability		$ 490,000											$ 506,000
Operating lease effective interest rate	5.50%	5.50%
Operating lease, weighted average remaining lease term		2 years 6 months 14 days	2 years 14 days				2 years 14 days
Operating lease effective interest rate		5.50%

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SCHEDULE OF ACCOUNTS RECEIVABLES - RELATED PARTY (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Receivables [Abstract]
Accounts receivable		$ 172,757
Accounts receivable – related party			520,786
Total		$ 172,757	$ 520,786

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SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020		Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. statutory rate	21.00%	21.00%		21.00%
Valuation allowance	(21.00%)	(4.00%)		(21.00%)
Differential tax rate in Malaysia	0.00%	3.00%		0.00%
Permanent difference	0.00%	11.30%	[1]	1.00%
Effective tax rate	0.00%	31.30%		1.00%

[1] 10.2% represents expenses incurred in AATP US that were not deductible in the Malaysia tax returns. 0.2% represents income derived in AATP HK that were not taxable in the Malaysia tax returns. 1.3% represents expenses incurred in AATP LB, ASL, SEA and WATP that are not deductible in the Malaysia tax returns.

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SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent	10.20%
Agape ATP International Holding Limited [Member]
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent	0.20%
Agape A T P Corporation [Member]
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent	1.30%

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)				3 Months Ended	12 Months Ended
	Jul. 02, 2020	May 08, 2020	Mar. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2021	Jan. 25, 2021
Subsequent Event [Line Items]
Accounts Receivable, after Allowance for Credit Loss, Current					$ 172,757
Value of additional shares issued				$ 1,057,508	$ 1,147,551
Vettons Sdn Bhd [Member]
Subsequent Event [Line Items]
Accounts Receivable, after Allowance for Credit Loss, Current						$ 172,757
Vettons Sdn Bhd [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Vettons [Member]
Subsequent Event [Line Items]
Concentration Risk, Percentage						100.00%
Agape Superior Living S D N B H D [Member]
Subsequent Event [Line Items]
Proportional of ownership interest and voting power held			100.00%			100.00%
Net assets carrying value increased				$ 90,043
Mr. How Kok Choong [Member] | Share Exchange Agreement [Member]
Subsequent Event [Line Items]
Proportional of ownership interest and voting power held		99.99%
Stock issued during period acquisitions, shares		9,590,596
Purchase consideration value		$ 1,804,046
Value of additional shares issued		$ 1,147,551
Issuance of common stock shares		176,547
Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member] | Share Exchange Agreement [Member]
Subsequent Event [Line Items]
Purchase consideration value			$ 1,714,003
Payment of common stock			656,495
Value of additional shares issued			$ 1,057,508
Subsidiary ownership percentage			99.99%
Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member] | Share Exchange Agreement [Member] | Agape A T P Corporation [Member]
Subsequent Event [Line Items]
Proportional of ownership interest and voting power held						100.00%
Ordinary shares no par value		$ 0
Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member] | Share Exchange Agreement [Member] | Agape A T P Corporation [Member]
Subsequent Event [Line Items]
Proportional of ownership interest and voting power held		99.99%
Stock issued during period acquisitions, shares		95,905.96
Subsequent Event [Member] | Sellers [Member]
Subsequent Event [Line Items]
Proportional of ownership interest and voting power held								51.00%
Subsequent Event [Member] | Mr. How Kok Choong [Member] | Agape Superior Living S D N B H D [Member] | Share Exchange Agreement [Member]
Subsequent Event [Line Items]
Value of additional shares issued	$ 90,043
Issuance of common stock shares	13,853
Shares issued, price per share	$ 6.50

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SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS (Details) - Computer Software, Intangible Asset [Member]	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Estimated useful lives of intangible assets		5 years	5 years
Agape Superior Living S D N B H D [Member]
Estimated useful lives of intangible assets	5 years			5 years

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SCHEDULE OF DISAGGREGATED INFORMATION OF REVENUES (Details) - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Product Information [Line Items]
Net revenues	$ 303,786	$ 1,510,208			$ 605,566	$ 1,510,208		$ 3,434,561
Agape Superior Living S D N B H D [Member]
Product Information [Line Items]
Net revenues			$ 1,241,252	$ 1,214,600					4,139,359	$ 14,393,762
Agape Superior Living S D N B H D [Member] | Survivor Select [Member]
Product Information [Line Items]
Net revenues			150,120	23,382					243,075	2,520,204
Agape Superior Living S D N B H D [Member] | Energized Mineral Concentrate [Member]
Product Information [Line Items]
Net revenues			133,529	111,899					599,642	3,004,479
Agape Superior Living S D N B H D [Member] | Ionized Cal-Mag [Member]
Product Information [Line Items]
Net revenues			39,353	13,912					94,535	1,116,437
Agape Superior Living S D N B H D [Member] | Omega Blend [Member]
Product Information [Line Items]
Net revenues			299,007	385,001					723,443	1,666,296
Agape Superior Living S D N B H D [Member] | Beta Maxx [Member]
Product Information [Line Items]
Net revenues			165,187	42,549					217,025	2,490,573
Agape Superior Living S D N B H D [Member] | Vege-Fruit Fiber [Member]
Product Information [Line Items]
Net revenues			66,286	23,520					167,566	751,073
Agape Superior Living S D N B H D [Member] | Iron [Member]
Product Information [Line Items]
Net revenues			6,810							71,790
Agape Superior Living S D N B H D [Member] | Young Formula [Member]
Product Information [Line Items]
Net revenues			30,093	213,300					394,767	1,766,914
Agape Superior Living S D N B H D [Member] | Organic Youth Care Cleansing Bar [Member]
Product Information [Line Items]
Net revenues			19,304	53,747					237,530	87,025
Agape Superior Living S D N B H D [Member] | Mitogize [Member]
Product Information [Line Items]
Net revenues			111,632	58,060					254,622	375,724
Agape Superior Living S D N B H D [Member] | Number One M E D [Member]
Product Information [Line Items]
Net revenues			66,156	102,348					440,145	543,247
Agape Superior Living S D N B H D [Member] | Energetique [Member]
Product Information [Line Items]
Net revenues			139,604
Agape Superior Living S D N B H D [Member] | Trim+ [Member]
Product Information [Line Items]
Net revenues			$ 14,171	$ 186,882					$ 767,009

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SCHEDULE OF PROPERTY AND EQUIPMENT. NET (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Subtotal	$ 506,312	$ 521,463
Less: accumulated depreciation	(253,871)	(223,154)
Total	252,441	298,309
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	203,894	210,496
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 99,347	$ 102,564
Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Subtotal			$ 478,774	546,815	$ 532,234
Less: accumulated depreciation			(153,126)	(182,211)	(105,614)
Total			325,648	364,604	429,620
Agape Superior Living S D N B H D [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal			70,895	91,696	83,890
Agape Superior Living S D N B H D [Member] | Office Equipment Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal			117,691	143,938	142,152
Agape Superior Living S D N B H D [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal			195,117	210,472	209,414
Agape Superior Living S D N B H D [Member] | Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal			$ 95,071	$ 100,709	$ 99,778

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SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
T H Three Technology Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology
Nature			Expenses paid for TH3 Technology	Expenses paid for TH3 Technology	Expenses paid for TH3 Technology
Agape Superior Living S D N B H D [Member]
Related Party Transaction [Line Items]
Other Receivable - Related Parties	$ 219,121				$ 233,942	$ 115,225
Accounts Payable - Related Party		$ 491,628			520,786
Other Payables - Related Party					12,104	4,376
Purchases		$ 464,297			$ 1,268,670	685,288
Agape Superior Living S D N B H D [Member] | Agape Singapore [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company				Mr. How Kok Choong, the CEO and director of the Company
Nature	Fees paid for Agape Singapore
Other Receivable - Related Parties	$ 9,994				$ 10,586	10,490
Agape Superior Living S D N B H D [Member] | How Academy Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company				Mr. How Kok Choong, the director of the Company
Nature	Paid advance to How Academy for business operational expenses				Fees paid for How Academy
Other Receivable - Related Parties	$ 21,716				$ 23,004
Agape Superior Living S D N B H D [Member] | Redboy Picture Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company
Nature	Paid advance to Redboy for business operational expenses				Paid advance to Redboy for business operational fees
Other Receivable - Related Parties	$ 123,019				$ 132,141
Agape Superior Living S D N B H D [Member] | T H Three Technology Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company				Mr. How Kok Choong, the director of the Company
Nature	Paid advance to TH3 for business operational expenses				Paid advance to TH3 for business expenses
Other Receivable - Related Parties	$ 64,392				$ 68,211
Agape Superior Living S D N B H D [Member] | Agape A T P International Holdings Limited [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company
Nature		Purchase
Accounts Payable - Related Party		$ 491,628			$ 520,786
Purchases						685,288
Agape Superior Living S D N B H D [Member] | Agape Superior Living Pty Ltd Taiwan [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company
Nature	Printing of product label expenses				ATP Printing Label fees
Other Payables - Related Party					$ 12,104	4,376
Agape Superior Living S D N B H D [Member] | Agape A T P International Holding Limited One [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company				Mr. How Kok Choong, the CEO and director of the Company
Nature					Prepayment for Purchase
Nature	Purchases
Agape Superior Living S D N B H D [Member] | Agape ATP International Holding Limited [Member]
Related Party Transaction [Line Items]
Nature					Purchase
Accounts Payable - Related Party					$ 520,786
Purchases		$ 464,297

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SCHEDULE OF COMPONENTS OF PROVISION (BENEFIT) FOR INCOME TAXES (Details) - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred					$ (53,299)	$ 134,067		$ 178,329
Provision (benefit) for income taxes	$ (3,971)	$ (134,067)			$ (10,091)	$ (134,067)		$ (161,581)	6,965
Agape Superior Living S D N B H D [Member]
Current									(61,402)	$ 580,734
Deferred			50,833	(57,232)					(250,822)	16,814
Provision (benefit) for income taxes			$ 50,833	$ (57,232)					$ (312,224)	$ 597,548

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SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jun. 30, 2021
Net operating loss carry forwards						$ 65,648
Deferred tax assets, net			$ 5,743			$ 47,090
Statutory rate		21.00%	21.00%	21.00%
Effective tax rate		0.00%	31.30%	1.00%
Agape Superior Living S D N B H D [Member]
Net operating loss carry forwards	$ 196,494	$ 260,479		$ 260,479
Deprecation	(24,244)	(25,682)		(25,682)	$ (18,901)
Deferred tax assets, net	$ 172,250	$ 234,797		$ 234,797
Statutory rate	24.00%			24.00%	24.00%
Preferential tax rate reduction				(0.80%)	(0.30%)
Permanent difference				(0.40%)	(0.50%)
Effective tax rate				22.80%	23.20%
Deferred liabilities, net					$ (18,901)

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SUMMARY OF PREPAID TAXES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total	$ 627,232	$ 1,104,495
Agape Superior Living S D N B H D [Member]
Prepaid income taxes			$ 1,198,475	1,173,122	$ 158,002
Prepaid GST taxes			8,346	8,841	30,196
Total			$ 1,206,821	$ 1,181,963	$ 188,198

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TAXES (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended			12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statutory rate							21.00%	21.00%	21.00%
Income	$ 303,786	$ 1,523,862			$ 605,566	$ 1,523,862	$ 429,362	$ 3,452,621	$ 1,290,131
Net operating loss								$ 10,000
Superior Living SDN. BHD. [Member]
Income				$ 125,000
Net operating loss							$ 1,100,000		$ 1,100,000
Net operating loss maturity date, description									The NOL will expire in 2026.
Agape Superior Living S D N B H D [Member]
Statutory rate			24.00%						24.00%	24.00%
Income tax rate, description			The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less) is 17% for the first RM 600,000 (or approximately $150,000) and RM 500,000 (or approximately $125,000) income for the three months ended March 31, 2020 and 2019, respectively, with the remaining balance being taxed at the 24% rate						The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM 2,500,000 or less and that are not part of a group containing a company exceeding this capitalization threshold) is 17% and 18% for the first RM 500,000 (or approximately $125,000) income for the years ended December 31, 2019 and 2018, respectively, with the remaining balance being taxed at the 24% rate.
Income			$ 1,241,252	1,214,600					$ 4,139,359	$ 14,393,762
Income			150,000
Tax savings			9,971	0					$ 0	$ 7,443
Net operating loss			$ 900,000
Net operating loss maturity date, description			The NOL will expire in 2026
Agape Superior Living S D N B H D [Member] | Malaysian Ringgit [Member]
Income			$ 600,000	$ 500,000

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CONCENTRATION OF RISK (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jun. 30, 2021
Deposits					$ 1,112,147			$ 1,215,004
Vendor One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentrations of risk percentage				59.00%	74.10%	60.10%
No Sales Distributor [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Superior Living SDN. BHD. [Member]
Concentrations of risk percentage			10.00%
One Vendor [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member] | Superior Living SDN. BHD. [Member]
Concentrations of risk percentage	100.00%
Agape Superior Living S D N B H D [Member] | Each Depositor [Member]
Deposits	$ 62,000	$ 62,000		$ 62,000		$ 62,000
Agape Superior Living S D N B H D [Member] | Each Depositor [Member] | Malaysian Ringgit [Member] | Maximum [Member]
Deposits	250,000	250,000		250,000		250,000
Agape Superior Living S D N B H D [Member] | Perbadanan Insurans Deposit Malaysia [Member]
Deposits	$ 651,418	983,512		651,418		651,418	$ 1,111,897
Agape Superior Living S D N B H D [Member] | MALAYSIA
Interest income, deposits with financial institutions		$ 1,156,543		$ 858,592		$ 858,592	$ 1,249,141
Agape Superior Living S D N B H D [Member] | Vendor One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentrations of risk percentage		97.90%	97.00%
Agape Superior Living S D N B H D [Member] | Related Party Vendor [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member]
Concentrations of risk percentage		100.00%				100.00%
Agape Superior Living S D N B H D [Member] | One Sales Distributor [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentrations of risk percentage		13.50%				16.20%	14.90%
Agape Superior Living S D N B H D [Member] | One Vendor [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentrations of risk percentage						99.70%	83.50%

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SCHEDULE OF FUTURE MINIMUM PURCHASE COMMITMENT (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
2021	$ 693,900	$ 693,900
2022	693,900	693,900
2023	693,900	693,900
2024	693,900	693,900
Thereafter	1,040,850	1,387,800
Total minimum purchase commitments required	4,510,350	4,857,300
Total minimum purchase commitments required	$ 324,476	$ 424,340
Agape Superior Living S D N B H D [Member]
2021			$ 164,745
2022			158,981
2023			156,551
2024			38,038
Thereafter
Total minimum purchase commitments required			$ 518,315
2020				$ 178,035
2021				169,077
2022				165,836
2023				81,753
Thereafter
Total minimum purchase commitments required				$ 594,701

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SCHEDULE OF PREPAYMENTS AND OTHER ASSETS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deposits to supplier	$ 273,109	$ 261,068		$ 266,552
Prepayments and deposits	$ 184,307	$ 296,370		269,193
Agape Superior Living S D N B H D [Member]
Deposits to supplier			$ 274,558	396,731	$ 429,456
Deposits to service providers			43,709	88,149	39,394
Prepayments and deposits			$ 318,267	$ 484,880	$ 468,850

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SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Subtotal	$ 506,312	$ 521,463
Less: accumulated depreciation	(253,871)	(223,154)
Total	252,441	298,309
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	203,894	210,496
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 99,347	$ 102,564
Agape Superior Living S D N B H D [Member]
Property, Plant and Equipment [Line Items]
Subtotal			$ 478,774	546,815	$ 532,234
Less: accumulated depreciation			(153,126)	(182,211)	(105,614)
Total			325,648	364,604	429,620
Agape Superior Living S D N B H D [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal			70,895	91,696	83,890
Agape Superior Living S D N B H D [Member] | Office Equipment Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Subtotal			117,691	143,938	142,152
Agape Superior Living S D N B H D [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal			195,117	210,472	209,414
Agape Superior Living S D N B H D [Member] | Vehicle [Member]
Property, Plant and Equipment [Line Items]
Subtotal			$ 95,071	$ 100,709	$ 99,778

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SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Computer software	$ 34,678	$ 35,801
Less: accumulated amortization	30,029	29,975
Total	$ 4,649	$ 5,826
Agape Superior Living S D N B H D [Member]
Computer software			$ 33,012	139,798	$ 135,916
Less: accumulated amortization			(26,326)	(132,206)	(124,889)
Total			$ 6,686	$ 7,592	$ 11,027

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SCHEDULE OF RELATED PARTIES RELATIONSHIPS (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
T H Three Technology Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship			Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology	Mr. How Kok Choong, the CEO and director of the Company is also the director of TH3 Technology
Nature			Expenses paid for TH3 Technology	Expenses paid for TH3 Technology	Expenses paid for TH3 Technology
Agape Superior Living S D N B H D [Member]
Related Party Transaction [Line Items]
Other Receivable - Related Parties	$ 219,121				$ 233,942	$ 115,225
Prepayment - Related Party						214,701
Accounts Payable - Related Party		$ 491,628			520,786
Other Payables - Related Party					12,104	4,376
Purchases		464,297			$ 1,268,670	685,288
Agape Superior Living S D N B H D [Member] | Agape Singapore [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company				Mr. How Kok Choong, the CEO and director of the Company
Nature					Fees paid for Agape Singapore
Other Receivable - Related Parties	$ 9,994				$ 10,586	10,490
Nature	Fees paid for Agape Singapore
Agape Superior Living S D N B H D [Member] | How Academy Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company				Mr. How Kok Choong, the director of the Company
Other Receivable - Related Parties	$ 21,716				$ 23,004
Nature	Paid advance to How Academy for business operational expenses				Fees paid for How Academy
Agape Superior Living S D N B H D [Member] | Redboy Picture Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company
Other Receivable - Related Parties	$ 123,019				$ 132,141
Nature	Paid advance to Redboy for business operational expenses				Paid advance to Redboy for business operational fees
Agape Superior Living S D N B H D [Member] | T H Three Technology Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the director of the Company				Mr. How Kok Choong, the director of the Company
Other Receivable - Related Parties	$ 64,392				$ 68,211
Nature	Paid advance to TH3 for business operational expenses				Paid advance to TH3 for business expenses
Agape Superior Living S D N B H D [Member] | Superior Living SDN. BHD. [Member]
Related Party Transaction [Line Items]
Relationship					Principal Owner, Board and CEO of the Company
Purchases					$ 1,268,670
Agape Superior Living S D N B H D [Member] | Dato Sri How [Member]
Related Party Transaction [Line Items]
Other Receivable - Related Parties						104,735
Nature					Expenses paid for Mr. How
Agape Superior Living S D N B H D [Member] | Agape A T P International Holding Limited One [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company				Mr. How Kok Choong, the CEO and director of the Company
Nature					Prepayment for Purchase
Prepayment - Related Party						214,701
Agape Superior Living S D N B H D [Member] | Agape ATP International Holding Limited [Member]
Related Party Transaction [Line Items]
Nature					Purchase
Accounts Payable - Related Party					$ 520,786
Purchases		464,297
Agape Superior Living S D N B H D [Member] | Agape ATP International Holding Limited [Member] | Accounts Payable [Member]
Related Party Transaction [Line Items]
Relationship					Mr. How Kok Choong, the CEO and director of the Company
Agape Superior Living S D N B H D [Member] | Agape Superior Living Pty Ltd Taiwan [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company
Nature	Printing of product label expenses				ATP Printing Label fees
Other Payables - Related Party					$ 12,104	4,376
Agape Superior Living S D N B H D [Member] | Agape Superior Living Pty Ltd Taiwan [Member] | Other Payables [Member]
Related Party Transaction [Line Items]
Relationship					Mr. How Kok Choong, the CEO and director of the Company
Agape Superior Living S D N B H D [Member] | Agape A T P International Holdings Limited [Member]
Related Party Transaction [Line Items]
Relationship	Mr. How Kok Choong, the CEO and director of the Company
Nature		Purchase
Accounts Payable - Related Party		$ 491,628			$ 520,786
Purchases						$ 685,288
Agape Superior Living One S D N B H D [Member] | Redboy Picture Sdn Bhd [Member]
Related Party Transaction [Line Items]
Relationship					Mr. How Kok Choong, the director of the Company

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SHAREHOLDERS’ EQUITY (Details Narrative) - Agape Superior Living S D N B H D [Member] - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 16, 2019
Directors [Member]
Dividends paid	$ 3,292,466
Directors [Member] | Malaysian Ringgit [Member]
Dividends paid	$ 13,210,000
C E O And Director [Member]
Loans payable		$ 1,977,271
ssuance of common stock in connection with acquisition of Agape Superior Living Sdn Bhd, shares	8,090,598
C E O And Director [Member] | Malaysian Ringgit [Member]
Loans payable		$ 8,090,598
Share price		$ 1.00