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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 333-220144

 

AGAPE ATP CORPORATION

(Exact name of registrant issuer as specified in its charter)

 

Nevada   36-4838886

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1705 - 1708, Level 17, Tower 2, Faber Tower, Jalan Desa Bahagia,

Taman Desa, 58100 Kuala Lumpur, Malaysia.

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (60) 192230099

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at August 11, 2023
Common Stock, $0.0001 par value   75,452,012

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
  Unaudited Condensed Consolidated Balance Sheets F-1
  Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss F-2
  Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity F-3
  Unaudited Condensed Consolidated Statements of Cash Flows F-4
  Notes to Unaudited Condensed Consolidated Financial Statements F-5 - F-33
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14
ITEM 4. CONTROLS AND PROCEDURES 14
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 17
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 17
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4 MINE SAFETY DISCLOSURES 17
ITEM 5 OTHER INFORMATION 17
ITEM 6 EXHIBITS 17
  SIGNATURES 18

 

2

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

 

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

  

June 30, 2023

  

December 31, 2022

 
   As of 
  

June 30, 2023

  

December 31, 2022

 
ASSETS        
CURRENT ASSETS          
Cash and cash equivalents (Included $1,146 and $1,609 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.)  $653,754   $1,438,430 
Accounts receivable   5,303    2,826 
Amount due from related parties   1,417    10,534 
Inventories   66,056    46,277 
Prepaid taxes (Included $1,643 and $1,741 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.)   91,968    339,367 
Prepayments and deposits (Included $28 and $0 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.)   122,938    191,100 
Total Current Assets   941,436    2,028,534 
           
OTHER ASSETS          
Property and equipment, net   105,674    142,149 
Intangible assets, net   19,728    24,044 
Operating right-of-use assets   284,670    81,133 
Investment in marketable securities   25,331    16,687 
Deferred offering costs   522,062    499,202 
Deferred tax assets   6,382    - 
Total other assets   963,847    763,215 
           
TOTAL ASSETS  $1,905,283   $2,791,749 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $50,800   $28,833 
Accounts payable – related parties   19,605    25,611 
Customer deposits   312,189    363,018 
Operating lease liabilities   98,688    82,708 
Other payables and accrued liabilities ($1,028 and $1,090 are included in the consolidated VIE that are without recourse to the credit of Agape ATP Corporation as of June 30, 2023 and December 31, 2022, respectively.)   475,667    713,277 
Other payable – related parties   1,030    4,880 
Income tax payable   10,350    10,968 
Total Current Liabilities   968,329    1,229,295 
           
NON-CURRENT LIABILITIES          
Operating lease liabilities   186,300    - 
Total Non-current Liabilities   186,300    - 
           
TOTAL LIABILITIES  $1,154,629   $1,229,295 
           
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, 75,452,012 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.   7,545    7,545 
Additional paid in capital   6,470,716    6,470,716 
Accumulated deficit   (5,746,112)   (4,945,586)
Accumulated other comprehensive income   11,612    9,266 
TOTAL AGAPE CORPORATION STOCKHOLDERS’ EQUITY   743,761    1,541,941 
           
NON-CONTROLLING INTERESTS   6,893    20,513 
           
TOTAL EQUITY   750,654    1,562,454 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $1,905,283   $2,791,749 

 

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

 

F-1

 

 

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
REVENUE  $303,935   $396,707   $684,703   $805,667 
                     
COST OF REVENUE   (107,931)   (109,383)   (236,289)   (182,814)
                     
GROSS PROFIT   196,004    287,324    448,414    622,853 
                     
SELLING   (64,126)   (79,587)   (140,224)   (194,198)
COMMISSION   (21,942)   (62,557)   (55,884)   (176,666)
GENERAL AND ADMINISTRATIVE   (469,469)   (451,363)   (1,065,723)   (830,404)
TOTAL OPERATING EXPENSES   (555,537)   (593,507)   (1,261,831)   (1,201,268)
                     
LOSS FROM OPERATIONS   (359,533)   (306,183)   (813,417)   (578,415)
                     
OTHER (EXPENSES) INCOME                    
Other income, net   4,134    1,341    12,500    12,826 
Interest income   1,634    3,526    4,817    8,251 
Unrealized holding gain (loss) on marketable securities   3,790    (35,219)   8,710    (52,889)
Gain on disposal of property and equipment   1,787    -    1,787    - 
Exchange loss, net   (33,700)   (67,417)   (34,576)   (83,883)
TOTAL OTHER EXPENSES, NET   (22,355)   (97,769)   (6,762)   (115,695)
                     
LOSS BEFORE INCOME TAXES   (381,888)   (403,952)   (820,179)   (694,110)
                     
BENEFIT OF (PROVISION FOR) INCOME TAXES   2,439    (392)   6,655    (8,680)
                     
NET LOSS   (379,449)   (404,344)   (813,524)   (702,790)
                     
LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS   (4,763)   10,556    (12,998)   11,207 
                     
NET LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION  $(374,686)  $(414,900)  $(800,526)  $(713,997)
                     
NET LOSS  $(379,449)  $(404,344)  $(813,524)  $(702,790)
                     
OTHER COMPREHENSIVE INCOME (LOSS)                    
Foreign currency translation adjustment   269    (61,156)   2,346    (73,179)
                     
TOTAL COMPREHENSIVE LOSS   (379,180)   (465,500)   (811,178)   (775,969)
                     
Less: Comprehensive loss attributable to non-controlling interests   (5,401)   (271)   (13,619)   (270)
                     
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION  $(373,779)  $(465,229)  $(797,559)  $(775,699)
                     
LOSS PER SHARE                    
Basic and diluted  $(0.00)  $(0.01)  $(0.01)  $(0.01)
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                    
Basic and diluted   75,452,012    75,452,012    75,452,012    100,397,696 

 

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

 

F-2

 

 

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

  

Number of

shares

  

Par

value

  

PAID IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

COMPREHENSIVE

INCOME

  

CONTROLLING

INTERESTS

  

STOCKHOLDERS’

EQUITY

 
   COMMON STOCK   ADDITIONAL      

ACCUMULATED

OTHER

   NON-   TOTAL 
  

Number of

shares

  

Par

value

  

PAID IN

CAPITAL

  

ACCUMULATED

DEFICIT

  

COMPREHENSIVE

INCOME

  

CONTROLLING

INTERESTS

  

STOCKHOLDERS’

EQUITY

 
Balance as of December 31, 2021   290,460,047   $29,046   $6,449,215   $(3,258,687)  $93,398   $(336)  $3,312,636 
Forfeiture of common stock   (215,008,035)   (21,501)   21,501    -    -    -    - 
Net loss   -    -    -    (299,097)   -    651    (298,446)
Foreign currency translation adjustment   -    -    -    -    (12,023)   1    (12,022)
Balance as of March 31, 2022   75,452,012   $7,545   $6,470,716   $(3,557,784)  $81,375   $316   $3,002,168 
Net loss   -    -    -    (414,900)   -    10,556    (404,344)
Foreign currency translation adjustment   -    -    -    -    (61,156)   (271)   (61,427)
Balance as of June 30, 2022   75,452,012   $7,545   $6,470,716   $(3,972,684)  $20,219   $10,601   $2,536,397 

 

    COMMON STOCK     ADDITIONAL           ACCUMULATED
OTHER
    NON-     TOTAL  
    Number of
shares
    Par
value
    PAID IN
CAPITAL
    ACCUMULATED
DEFICIT
    COMPREHENSIVE
INCOME
    CONTROLLING
INTERESTS
    STOCKHOLDERS’
EQUITY
 
Balance as of December 31, 2022     75,452,012     $     7,545     $ 6,470,716     $ (4,945,586 )   $ 9,266     $ 20,513     $ 1,562,454  
Net loss     -       -       -       (425,840 )     -       (8,235 )     (434,075 )
Foreign currency translation adjustment     -       -       -       -       2,077       17       2,094  
Balance as of March 31, 2023     75,452,012     $ 7,545     $ 6,470,716     $ (5,371,426 )   $ 11,343     $ 12,295     $ 1,130,473  
Net loss     -       -       -       (374,686 )     -       (4,763 )     (379,449 )
Foreign currency translation adjustment     -       -       -       -       269       (639 )     (370 )
Balance as of June 30, 2023     75,452,012     $ 7,545     $ 6,470,716     $ (5,746,112 )   $ 11,612     $ 6,893     $ 750,654  

 

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

 

F-3

 

 

AGAPE ATP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”)

 

   2023   2022 
  

For the six months ended

June 30,

 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(813,524)  $(702,790)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   36,177    36,661 
Amortization   3,087    897 
Amortization of operating right-of-use assets   78,333    75,241 
Unrealized holding (gain) loss on marketable securities   (8,710)   52,889 
Deferred tax (benefit) provision   (6,655)   - 
Changes in operating assets and liabilities:          
Accounts receivables   (2,751)   (214)
Amount due from related parties   (209)   2,201 
Inventories   (23,013)   28,790 
Prepaid taxes   238,064    296,219 
Prepayments and deposits   80,651    102,099 
Accounts payable   24,608    7,804 
Accounts payable –related parties   (4,758)   14,407 
Customer deposits   (31,655)   (175,936)
Operating lease liabilities   (79,551)   (75,200)
Other payables and accrued liabilities   (228,812)   (166,137)
Other payable – related parties   (3,457)   2,081 
Income tax payable   -    5,261 
Net cash used in operating activities   (742,175)   (495,727)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of equipment   (6,499)   (750)
Net cash used in investing activities   (6,499)   (750)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Deferred offering costs   (22,861)   (178,926)
Net cash used in financing activities   (22,861)   (178,926)
           
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS   (13,141)   (115,008)
           
DECREASE IN CASH AND CASH EQUIVALENTS   (784,676)   (790,411)
           
CASH AND CASH EQUIVALENTS, beginning of period   1,438,430    2,597,848 
           
CASH AND CASH EQUIVALENTS, end of period  $653,754   $1,807,437 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Income taxes paid  $20,849   $77,117 
           
SUPPLEMENTAL NON-CASH FLOWS INFORMATION          
Increase in right-of-use assets and lease liabilities due to lease renewal  $283,220   $- 

 

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

 

F-4

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Agape ATP Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2016.

 

Agape ATP Corporation operates through its subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan, Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia.

 

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited (“AATP HK”), a company incorporated in Hong Kong.

 

On May 8, 2020, the Company entered into a Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company to acquire 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd., a network marketing entity incorporated in Malaysia.

 

Agape Superior Living Sdn. Bhd. is a limited company incorporated on August 8, 2003, under the laws of Malaysia.

 

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 November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.

 

The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. 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 consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, WATP, ASL and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3), and DSY Wellness.

 

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%
                  
6.  DSY Wellness International Sdn Bhd.  Malaysia,
November 11, 2021
  1,000 shares of ordinary share of RM1 each  Provision of complementary health therapies   60%

 

F-5

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. ORGANIZATION AND BUSINESS BACKGROUND (Continued)

 

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.

 

Via ASL, 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.

 

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.

 

To further its reach in the Health and Wellness Industry, on November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.

 

F-6

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

2. GOING CONCERN

 

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Equity financing is used to supplement working capital requirements of the Company.

 

The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) the net loss of $379,449 and $813,524 for the three and six months ended June 30, 2023; (2) accumulated deficit of $5,746,112 as of June 30, 2023; (3) working capital deficit of $26,892 as of June 30, 2023; and (4) the unexpectedly long turnaround time that the Company’s distributors and members are taking to revert to pre-pandemic mode to generate sales.

 

Management has determined there is substantial doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, the Company may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources:

 

Equity financing from the Company’s second listing on NASDAQ to support its working capital and future growth;
   
Other available sources of financing (including debt) from banks and other financial institutions; and
   
Financial support and credit guarantee commitments from the Company’s related parties.

 

Based on the above measures, management is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements and debt obligations as they become due one year from the filing date of these unaudited condensed consolidated financial statements.

 

There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. There are a number of factors that could potentially arise that could undermine the Company’s plans, such as (i) undue delay in the Company’s current pursuit in seeking second listing on NASDAQ, (ii) the slow rate in which the Company’s distributors and members re-ignite their sales activities, (iii) changes in the demand for the Company’s products and services due to the diminishing effect on the purchasing power of the public in general, as a result of the COVID-19 pandemic, and (iv) if the Company’s new business in the provision of complementary health therapies fail to grow in the manner and at the rate as planned. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s viability and results of operations.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The interim unaudited financial information as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U. S. GAAP, have been omitted pursuant to those rules and regulations. The interim unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023.

 

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of June 30, 2023, its unaudited results of operations for the three and six months ended June 30, 2023 and 2022, and its unaudited cash flows for the six months ended June 30, 2023 and 2022, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its variable interest entity (“VIE”) over which the Company exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIE have been eliminated upon consolidation.

 

Principles of consolidation

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. As of and for the three and six months ended June 30, 2023, SEA, the only VIE of the Company has no significant operations.

 

Use of estimates

 

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

 

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less.

 

F-7

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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. 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, 2023 and December 31, 2022, no allowance of doubtful accounts was recorded.

 

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 and six months ended June 30, 2023 and 2022, the Company did not recognize any inventory write-downs nor write-off.

 

Prepaid taxes

 

Prepaid taxes include prepaid income taxes that will either be refunded or utilized to offset future income tax.

 

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 allowance policy and update it if necessary. There was no allowance for doubtful accounts recorded nor doubtful accounts written-off during the three and six months ended June 30, 2023 and 2022. There was no allowance for doubtful accounts balances as of June 30, 2023 and December 31, 2022.

 

Property and equipment, net

 

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

 

F-8

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

   Useful Life
Computer and office equipment  5-7 years
Furniture & fixtures  6-7 years
Leasehold improvements  Shorter of the remaining lease terms or the estimated useful lives
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 operations and comprehensive loss. 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 June 30, 2023 and December 31, 2022, 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 proposed offering for uplisting.

 

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-9

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. 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 unapplied unexpired coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

 

Revenue recognition

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time for the Company’s sale of health and wellness products.

 

The ASU requires the use of a 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.

 

F-10

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.

 

For the three months ended June 30, 2023 and 2022, the Company recognized $6,422 and $4,824, as forfeited coupon income, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized $28,872 and $5,777, as forfeited coupon income, respectively.

 

The Company had contracts for the sales of health and wellness products amounting to $7,790 which it is expected to fulfill within 12 months from June 30, 2023.

 

Sales of products for the provision of complementary health therapies

 

Products for the provision of complementary health therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable diseases.

 

Provision of Health and Wellness services

 

- Performance obligations satisfied at a point in time

 

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. 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 session 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, 2023 and 2022, revenues from health and wellness services were $58,862 and $30,072 respectively. For the six months ended June 30, 2023 and 2022, revenues from health and wellness services were $124,214 and $31,139 respectively.

 

F-11

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Disaggregated information of revenues by products are as follows:

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
Survivor Select  $-   $13,941   $28,210   $22,753 
Ionized Cal-Mag   37,221    14,278    84,802    62,368 
Omega Blend   -    42,747    22,471    179,177 
Beta Maxx   -    23,564    21,206    47,637 
Iron   9,929    3,118    21,617    7,186 
Young Formula   -    1,075    -    34,269 
ATPR Mito+   -    76,605    -    187,926 
Hyaluronic Acid Serum   -    1,698    -    3,006 
Mousse Facial Cleanser   -    4,355    -    7,394 
Trim+   3,702    2,765    9,587    6,236 
LIVO 5   21,812    -    21,812    - 
Others – Products for the provision of complementary health therapies   154,411    182,101    330,968    216,188 
Others   17,998    388    19,816    388 
Total revenues - products   245,073    366,635    560,489    774,528 
Health and Wellness services   58,862    30,072    124,214    31,139 
Total revenues - products and services  $303,935   $396,707   $684,703   $805,667 

 

Cost of revenue

 

Cost of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and products for the provision of complementary health therapies. For the three and six months ended June 30, 2023, cost of revenue were $107,931 and $236,289, respectively. For the three and six months ended June 30, 2022, cost of revenue were $109,383 and $182,814, respectively.

 

Shipping and handling

 

Shipping and handling charges amounted to $1,131 and $4,272 for the three months ended June 30, 2023 and 2022, respectively. Shipping and handling charges amounted to $2,656 and $7,179 for the six months ended June 30, 2023 and 2022, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

 

Advertising costs

 

There were no advertising costs incurred for the three and six months ended June 30, 2023. Advertising costs amounted to $4,765 and $4,765 for the three and six months ended June 30, 2022. Advertising costs are expensed as incurred and included in selling expenses.

 

F-12

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 $21,942 and $62,557 for the three months ended June 30, 2023 and 2022, respectively. Commission expenses amounted to $55,884 and $176,666 for the six months ended June 30, 2023 and 2022, 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 $35,759 and $35,936 for the three months ended June 30, 2023 and 2022, respectively. Total expenses for the plans were $79,472 and $63,408 for the six months ended June 30, 2023 and 2022, respectively.

 

The related contribution plans include:

 

  - Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 5,000;
  - Employees Provident Fund (“EPF”) –based on employee’s monthly salary, 13% for employee earning RM5,000 and below; and 12% for employee earning RM5,001 and above.
  - Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 5,000;
  - 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.

 

F-13

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is 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 three and six months ended June 30, 2023 and 2022.

 

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

Comprehensive income (loss)

 

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

 

Non-controlling interest

 

Non-controlling interest consists of 40% of the equity interests of DSY Wellness held by an individual and 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.

 

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 (loss) divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

F-14

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Foreign currencies translation and transaction

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive loss.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) albeit its functional currency being the primary currency of the economic environment in which the entity operates, which is the Malaysian Ringgit (“MYR” or “RM”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), similar to its functional currency. The Company’s subsidiary 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:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-end HKD : US$1 exchange rate   7.84    7.80 

 

   2023   2022   2023   2022 
  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
Period-average MYR : US$1 exchange rate   4.58    4.37    4.48    4.28 
Period-average HKD : US$1 exchange rate   7.84    7.85    7.84    7.83 

 

F-15

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Related parties

 

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

 

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

Leases

 

The Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopts the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Some of the Company’s leases include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in re-measurement of the right of use (“ROU”) assets and lease liabilities. Operating ROU assets and lease liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

F-16

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842) Common Control Arrangements”. This ASU provides guidance in ASC Topic 842 that leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The ASU 2023-01 is effective for reporting periods beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued. When adopted in an interim period, it must be adopted from the beginning of the year that includes that interim period. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements.

 

Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

 

Recently adopted Accounting Pronouncements

 

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 has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements. The adoption of the accounting standards has no material impact on the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023.

 

4. 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 financial statements.

 

F-17

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

4. VARIABLE INTEREST ENTITY (“VIE”) (Continued)

 

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

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets  $2,817   $3,350 
Current liabilities   (41,057)   (43,512)
Net deficit  $(38,240)  $(40,162)

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets:          
Cash  $1,146   $1,609 
Prepaid taxes   1,643    1,741 
Prepayment and deposits   28    - 
Total current assets  $2,817   $3,350 
           
Current liabilities:          
Accounts payable – intercompany  $40,029   $42,422 
Other payables and accrued liabilities   1,028    1,090 
Total current liabilities  $41,057   $43,512 
Net deficit  $(38,240)  $(40,162)

 

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

 

   2023   2022   2023   2022 
   For the three months ended
June 30,
  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
                 
Operating revenues  $-   $-   $-   $- 
Gross profit  $-   $-   $-   $- 
Profit (Loss) from operations  $(81)  $1,723   $(359)  $(3,219)
Net loss  $(81)  $1,723   $(359)  $(3,219)

 

F-18

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

5. CASH AND CASH EQUIVALENTS

 

As of June 30, 2023 and December 31, 2022 the Company has $653,754 and $1,438,430, respectively, of cash and cash equivalents, which consists of $332,431 and $523,619, respectively, of cash and cash in banks and $321,323 and $914,811, 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 ranged between 1.22% to 1.88% per annum for the three and six months ended June 30, 2023. The effective interest rate ranged between 1.10% to 1.17% per annum for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, $397,809 and $231,187 of these balances are not covered by deposit insurance, respectively.

 

6. ACCOUNTS RECEIVABLE

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
         
Accounts receivable  $5,303   $2,826 
Allowance for doubtful accounts   -    - 
Total accounts receivable  $5,303   $2,826 

 

7. INVENTORIES

 

Inventories consist of the following:

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Finished goods  $66,056   $46,277 

 

There were no inventory write-downs nor write-off for the three and six months ended June 30, 2023 and 2022, respectively.

 

8. PREPAYMENTS AND DEPOSITS

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Receivables from sales distributors  $28,219   $43,596 
Deposits to suppliers   94,719    147,504 
Subtotal   122,938    191,100 
Less: Allowance for doubtful accounts   -    - 
Total  $122,938   $191,100 

 

F-19

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

8. PREPAYMENTS AND DEPOSITS (Continued)

 

Movements of allowance for doubtful accounts are as follows:

 

   For the
six months ended
June 30, 2023
   For the
year ended
December 31, 2022
 
         
Beginning balance  $-   $121,095 
Addition   -    - 
Write off   -    (120,372)
Exchange rate effect        -    (723)
Ending balance  $-   $- 

 

9. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer and office equipment  $88,641   $87,428 
Furniture & fixtures   109,342    115,789 
Leasehold improvements   181,136    191,965 
Vehicle   88,259    93,535 
Subtotal   467,378    488,717 
Less: accumulated depreciation   (361,704)   (346,568)
Total  $105,674   $142,149 

 

Depreciation expense for the three months ended June 30, 2023 and 2022 amounted to $18,124 and $17,954, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $36,177 and $36,661, respectively.

 

10. INTANGIBLE ASSETS, NET

 

Intangible assets, net, consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer software  $52,225   $55,348 
Less: accumulated amortization   (32,497)   (31,304)
Total  $19,728   $24,044 

 

Amortization expense for the three months ended June 30, 2023 and 2022 amounted to $1,506 and $439, respectively. Amortization expense for the six months ended June 30, 2023 and 2022 amounted to $3,087 and $897, respectively.

 

F-20

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

11. INVESTMENT IN MARKETABLE SECURITIES

 

  (i) On May 17, 2018, the Company purchased 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 July 19, 2022, Greenpro Capital Corp. filed a certificate of change with the Secretary of State of Nevada to effect a reverse split of the company’s common stock at the ratio of 10-for-1 effective July 28, 2022. Under the reverse stock split, each 10 pre-split share of common stock outstanding will automatically combine into 1 new share of common stock of the company. As at July 28, 2022, the Company has an investment of 116,646 common stock of Greenpro Capital Corp. The Company’s investment of 116,646 common stock of Greenpro Capital Corp. was reduced to 11,665 subsequent to the reverse stock split.
     
  (v) 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
     
  (vi) 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 Corporation as result of its Spin-off of DSwiss, Inc.’s shares.
     
  (vii) On September 27, 2021, the Company received dividend of 11,665 shares of common stock in SEATech Ventures Corp. for $18,874 at fair value of $1.62 per share from Greenpro Capital Corp as a dividend income since Greenpro Capital Corp previously owned these shares.
     
  (viii) On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. (a non-marketable security) for $1,500 at purchase price of $0.0001 per share. Phoenix Plus Corp. obtained approval for Depository Trust Company eligibility on April 26, 2022. Since the commencement of trading of common stock of Phoenix Plus Corp. on May 18, 2022, to July 13, 2023, there were only 200 shares of common stock of the company traded. The Company deems there is an absence of a readily determinable fair value of the common stock of Phoenix Plus Corp. and has continued to value its investment in the company Phoenix Plus Corp. at cost.

 

         
   As of 
   June 30, 2023  

December 31, 2022

 
Cost of investment  $16,687   $89,001 
Transfer from non-marketable security   -    1,500 
Dividend income from Greenpro Capital Corp.   -    - 
Unrealized holding gain (loss)   8,710    (73,519)
Exchange rate effect   (66)   (295)
Investment in marketable securities  $25,331   $16,687 

 

12. INVESTMENT IN NON-MARKETABLE SECURITIES

 

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. Phoenix Plus Corp. attained its effective date with the Securities Exchange Commission for listing on OTC (Pink Sheet), U.S. on March 12, 2021, and obtained approval for Depository trust Company (“DTC”) eligibility on April 26, 2022. Accordingly, stocks of Phoenix Plus Corp. can be traded on OTC. As such the investment in Phoenix Plus Corp. was transferred to marketable securities.

 

         
   As of 
Phoenix Plus Corporation  June 30, 2023  

December 31, 2022

 
Cost of investment  $-   $1,500 
Less: Transfer to investment in marketable securities   -    (1,500)
Investment in non-marketable securities  $-   $- 

 

F-21

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

13. CUSTOMER DEPOSITS

         
   As of 
   June 30, 2023   December 31, 2022 
           
Customer deposits  $265,300   $289,487 
Unexpired product coupons   46,889    73,531 
Total  $312,189   $363,018 

 

Customer deposits represent amounts advanced by customers on product orders and unexpired product coupons issued to the Company’s members and distributors of its network marketing business.

 

14. OTHER PAYABLES AND ACCRUED LIABILITIES

         
   As of 
   June 30, 2023   December 31, 2022 
           
Professional fees  $140,672   $324,629 
Promotion expenses   38,583    38,583 
Payroll   17,944    21,164 
Amounts held in eWallets (a)   195,000    216,049 
Tax penalty   75,000    75,000 
Others   8,468    37,852 
Total  $475,667   $713,277 

 

(a)The Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70). Commission payment exceeding the RM100 threshold shall only be credited into the member’s or distributor’s eWallet upon request. The eWallet functionality allows the members to place new product orders utilizing eWallet available balance and/or request commission payout via multiple payment methods provided that each of the withdrawal amount exceeds RM100. Amounts held in eWallets are reflected on the balance sheet as a current liability.

 

15. RELATED PARTY BALANCES AND TRANSACTIONS

 

Related party balances

 

Amount due from related parties

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Prepayment of IT expenses  $1,178   $1,273 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Deposits for products purchases   -    9,261 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Expenses paid for DSYWLC   239    - 
                 
Total        $1,417   $10,534 

 

Accounts payable – related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
                 
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $19,601   $25,387 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   4    224 
Total        $19,605   $25,611 

 

F-22

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party balances

 

Other payable - related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $391   $2,149 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   316    2,147 
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense   323    584 
Total        $1,030   $4,880 

 

Related party transactions

 

Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $55,614   $63,142 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   212    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $55,826   $63,664 

 

F-23

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $116,269   $74,909 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   17,761    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $134,030   $75,431 

 

Other Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $1,291   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   1,151    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   212    - 
Total        $2,654   $69 

 

F-24

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other purchases

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $2,233   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   3,407    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   280    - 
Total        $5,920   $69 

 

Commission

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $1,626   $2,443 
Total        $1,626   $2,443 

 

F-25

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Commission

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $3,538   $5,148 
Total        $3,538   $5,148 

 

Other Income

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $670   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   2,010    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $2,747   $- 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $1,340   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   4,021    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $5,428   $- 

 

F-26

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other expenses

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $13,647   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   8,254    5,602 
Total        $21,901   $5,602 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $27,718   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   16,363    11,203 
Total        $44,081   $11,203 

 

16. STOCKHOLDERS’ EQUITY

 

Preferred stock

 

As of June 30, 2023 and December 31, 2022, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

 

Common stock

 

As of June 30, 2023 and December 31, 2022, there were 1,000,000,000 common stocks authorized; and 75,452,012 shares issued and outstanding.

 

A share forfeiture agreement (the “Share Forfeiture Agreement”) dated January 20, 2022, between the Company and Mr. How Kok Choong, the CEO and director of the Company, pursuant to which Mr. How Kok Choong agreed to forfeit 215,008,035 shares of common stock of the Company. As a result, the outstanding shares was reduced by 215,008,035 shares of common stock.

 

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2023 and December 31, 2022.

 

F-27

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

17. NON-CONTROLLING INTEREST

 

The Company’s non-controlling interest consists of the following:

         
   As of 
   June 30, 2023   December 31, 2022 
DSY Wellness:          
Paid-in capital  $97   $97 
Retained earnings   7,386    20,384 
Accumulated other comprehensive (loss) income   (590)   32 
Noncontrolling interest gross   6,893    20,513 
ASL   -    - 
Total  $6,893   $20,513 

 

18. INCOME TAXES

 

The United States and foreign components of income (loss) before income taxes were comprised of the following:

SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Tax jurisdictions from:                    
Local – United States  $(142,912)  $(187,379)  $(310,697)  $(293,804)
Foreign – Malaysia   (241,867)   (189,395)   (516,152)   (354,459)
Foreign – Hong Kong   2,891    (27,178)   6,670    (45,847)
                     
Loss before income tax  $(381,888)  $(403,952)  $(820,179)  $(694,110)

 

The benefit of (provision for) income taxes consisted of the following:

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Current:                    
- Local  $-   $-   $-   $- 
- Foreign   -    (392)   -    (8,680)
                     
Deferred:                    
- Local   -    -    -    - 
- Foreign   2,439    -    6,655    - 
Benefit of (Provision for) income tax  $2,439   $(392)  $6,655   $(8,680)

 

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:

 

F-28

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

18. INCOME TAXES (Continued)

 

United States of America

 

Agape ATP Corporation was incorporated in the State of Nevada and is subject to the tax laws of the United States of America with a corporate tax rate of 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, 2023 and 2022, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

 

As of June 30, 2023 and December 31, 2022, the operations in the United States of America incurred approximately $1,668,000 and $1,357,000, respectively, of cumulative net operating losses (“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, 2023 and December 31, 2022 were approximately $350,000 and $285,000, respectively.

 

Malaysia

 

Agape ATP Corporation, Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd., Wellness ATP International Holdings Sdn Bhd. and DSY Wellness International 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 three and six months ended June 30, 2023 and 2022, with the remaining balance being taxed at the 24% rate.

 

As of June 30, 2023 and December 31, 2022, the operations in Malaysia incurred approximately $2,149,000 and $1,723,000, respectively, of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $35,000, $778,000, $858,000 and $478,000 of the net operating loss carry forwards will expire in 2030, 2031, 2032 and 2033, respectively, if unutilized. The deferred tax valuation allowance as of June 30, 2023 and December 31, 2022 were approximately $501,000 and $408,000, respectively.

 

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.

 

F-29

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

18. INCOME TAXES (Continued)

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

         
   As of 
  

June 30, 2023

   December 31, 2022 
Deferred tax assets:          
Net operating loss carry forwards in U.S.  $350,216   $284,959 
Net operating loss carry forwards in Malaysia   507,709    408,226 
          
Less: valuation allowance   (851,545)   (693,185)
Deferred tax assets, net  $6,382   $- 

 

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, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties tax for the three and six months ended June 30, 2023 and 2022.

 

19. CONCENTRATIONS OF RISKS

 

(a) Major customers

 

For the three months ended June 30, 2023 and 2022, no customer accounted for 10% or more of the Company’s total revenues. For the six months ended June 30, 2023 and 2022, no customer accounted for 10% or more of the Company’s total revenues.

 

As of June 30, 2023, two individual customers accounted for approximately 19.9% and 18.7% of the Company’s balance of accounts receivable, respectively. As of December 31, 2022, five individual customers accounted for approximately 72.0% of the Company’s balance of accounts receivable.

 

(b) Major vendors

 

For the three months ended June 30, 2023, three vendors accounted for approximately 43.1%, 27.5% and 26.0% of the Company’s total purchases. For the three months ended June 30, 2022, three vendors accounted for approximately 70.0%, 17.0% and 11% of the Company’s total purchases, respectively.

 

For the six months ended June 30, 2023, the same three vendors accounted for approximately 47.2%, 26.5% and 13.6% of the Company’s total purchases. For the six months ended June 30, 2022, two vendors accounted for approximately 46.0% and 43.0% of the Company’s total purchases.

 

As of June 30, 2023, two vendors accounted for approximately 62.3% and 27.8% of the Company’s total balance of accounts payable, respectively. As of December 31, 2022, three vendors accounted for approximately 46.6%, 25.8% and 23.9% of the Company’s total balance of accounts payable, respectively.

 

CTA Nutriceuticals (Asia) Sdn Bhd, a related company, accounted for approximately 27.8% and 46.6% of the Company’s total balance of accounts payable as of June 30, 2023 and December 31, 2022, respectively.

 

F-30

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

19. CONCENTRATIONS OF RISKS (Continued)

 

(c) Commission Expenses to Sales Distributors and Stockists

 

One sales distributor accounted for 10% or more of the Company’s commission expense for the three months ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, one sales distributor accounted for 10% or more of the Company’s commission expense. For the six months ended June 30, 2022, no sales distributor accounted for 10% or more of the Company’s 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, 2023 and December 31, 2022, $630,285 and $1,427,963 were deposited with financial institutions, respectively, $397,809 and $231,187 of these balances are not covered by deposit insurance, respectively. 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.

 

20. 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 $3,250 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. On June 1, 2023, upon the expiry of the two-years lease for its office space, the Company entered into a new three-years lease with the same landlord. The Company recognized lease liabilities of approximately $283,220, 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 October 1, 2021, the Company entered into a two-years lease for an apartment to serve as staff accommodation. The Company recognized lease liabilities of approximately $9,777, 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 November 1, 2021, the Company entered into a two-years lease for a branch office and operating centre. The Company recognized lease liabilities of approximately $10,864, 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.

 

Amortization of operating right-of-use assets for the three months ended June 30, 2023 and 2022 were $38,683 and $36,162 respectively. Amortization of operating right-of-use assets for the six months ended June 30, 2023 and 2022 were $78,333 and $75,241 respectively.

 

As of June 30, 2023, the weighted remaining term of the lease is approximately 2.81 years.

 

F-31

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

20. COMMITMENTS AND CONTINGENCIES (Continued)

 

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending June 30,  Operating lease liabilities 
     
2024  $111,362 
2025   102,501 
2026   93,959 
Thereafter   - 
Total lease payments   307,822 
Less: interest   (22,834)
Present value of lease liabilities  $284,988 

 

The Company also leases one office and operation center, and one shophouse with an expiring term of twelve months or less, which were classified as operation leases. Since the lease terms for these leases were twelve months or less, a lessee is permitted to elect not to recognize lease assets and liabilities. The Company has elected not to recognize lease assets and liabilities on these leases. As of June 30, 2023, the Company’s commitment for minimum lease payment under these operating leases within the next twelve months were $16,020.

 

Rent expense for the three months ended June 30, 2023 and 2022 was $48,727 and $54,237, respectively. Rent expense for the six months ended June 30, 2023 and 2022 was $99,434 and $98,312, respectively.

 

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.

 

F-32

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

20. COMMITMENTS AND CONTINGENCIES (Continued)

 

COVID-19

 

Malaysia, where the operations of the Company predominantly reside, officially transitioned to the endemic phase of COVID-19 effective April 1, 2022. Restrictions on businesses and people are minimal. Meanwhile, the government continues to encourage inoculation for those between the ages of 5 and 11 years and its adolescent group which comprised those between the ages 12 and 17. Adults who have been fully vaccinated, i.e. received two doses of the COVID-19 vaccine are encouraged to take booster shots.

 

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, disruption or suspension of supplies, our customers may be negatively impacted financially resulting in which the demand for our products may be adversely affected;
  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.

 

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 similar levels year over year in 2023 and beyond.

 

21. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of issuance of this unaudited condensed consolidated financial statements, and does not identify any events with material financial impact on the Company’s unaudited condensed consolidated financial statements.

 

F-33

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information contained in this quarterly report on Form 10-Q is intended to update the information contained in our Form 10-K, dated March 31, 2023, for the year ended December 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Agape ATP Corporation provides health solution advisory services to its 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.

 

In order to strengthen the Company’s supply chain, on May 8, 2020, the Company successfully acquired approximately 99.99% of Agape Superior Living Sdn Bhd, a Malaysia company (“ASL”), with the goal of securing an established network marketing sales channel that has been established in Malaysia for the past 18 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 Wellness ATP International Holdings Sdn, Bhd. (“WATP”). Upon its establishment, WATP started collaborating with ASL to carry out various wellness programs.

 

On November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with Mr. Steve Yap following which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies. The establishment of DSY Wellness is a further expansion of our business into the health and wellness industry. Mr. Steve Yap readily owns 33 proprietary formulas for treating non-communicable disease which he has agreed to bring into the company for joint commercialization. Mr. Steve Yap also has existing clients receiving traditional complimentary medicine or “TCM” in Indonesia and China.

 

3

 

 

We offer 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.

 

The newly established subsidiary DSY Wellness is a further expansion of our business into the health and wellness industry and aims to pursue the business of providing traditional and complementary health therapies.

 

Results of Operation

 

For the three months ended June 30, 2023 and 2022

 

Revenue

 

We generated revenue of $303,935, which comprised revenue from the Company’s network marketing business of $90,662 (approximately 29.8%); and revenue from the Company’s operations in the provision of complementary health therapies of $213,273 (approximately 70.2%) for the three months ended June 30, 2023 as compared to $396,707, which comprised revenue from the Company’s network marketing business of $184,534 (approximately 46.5%); and revenue from the Company’s operations in the provision of complementary health therapies of $212,173 (approximately 53.5%) for the three months ended June 30, 2022. Revenue from the Company’s network marketing business decreased significantly by $93,872, or approximately 50.9%. Revenue from the Company’s operations in the provision of complementary health therapies increased marginally by $1,100, or approximately 0.5%. Total revenue decreased by $92,772, or approximately 23.4%. The decrease was predominately due to the anticipated poor performance from the Company’s network marketing business. The Company is in the process of introducing a whole new range of products for its networking marketing business. Distributors and members curtailed the purchases of the Company’s existing products, awaiting the Company’s new products range. The launch of the Company’s new products, regrettably was delayed.

 

Cost of Revenue

 

Cost of revenue for the three months ended June 30, 2023 amounted to $107,931 as compared to $109,383 for the three months ended June 30, 2022, a marginal decrease of $1,452, or approximately 1.3%. Cost of revenue did not decrease in tandem with decrease in revenue for the period due to the varying gross profit margins associated with the provision of complementary health therapies.

 

Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.

 

4

 

 

Gross Profit

 

Gross profit for the three months ended June 30, 2023 amounted to $196,004, represented a gross margin of approximately 64.5% as compared to $287,324 for the three months ended June 30, 2022, equivalent to a gross margin of approximately 72.4%. The decrease in gross margin was predominantly due to lower gross margin associated with the provision of complementary health therapies as compared to the Company’s network marketing business.

 

Operating Expenses

 

Our operating expenses consist of selling expenses, commission expenses and G&A expenses (as defined below). Total operating expenses were $555,537 for the three months ended June 30, 2023, increased by $37,970 or approximately 6.4% from $593,507 for the three months ended June 30, 2022.

 

Selling expenses

 

Selling expenses for the three months ended June 30, 2023 amounted to $64,126 as compared to $79,587 for the three months ended June 30, 2022, a decrease of $15,461, or approximately 19.4%. The Company’s selling expenses typically comprise salaries and benefits expenses which represented approximately 70% to 85% of total selling expenses, credit card processing fees and promotional expenses.

 

Commission expenses

 

Commission expenses were $21,942 and $62,557 for the three months ended June 30, 2023 and 2022, respectively. The decrease in commission expenses was in line with the decrease in revenue.

 

General and administrative expenses (“G&A Expenses”)

 

G&A expenses for the three months ended June 30, 2023 amounted to $469,469, as compared to $451,363 for the three months ended June 30, 2022, an increase of $18,106, or approximately 4.0%. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses and depreciation expenses.

 

Other Expenses, Net

 

For the three months ended June 30, 2023, we recorded an amount of $22,355 as other expenses, net, as compared to $97,769 other expenses, net, for the three months ended June 30, 2022, represented a decrease of $75,414, or approximately 77.1%.

 

The net other expenses of $22,355 incurred during the three months ended June 30, 2023 comprised foreign currency exchange loss of $33,700, unrealized holding gain on marketable securities of $3,790, other income, net of $4,134, interest income of $1,634 and gain on disposal of property and equipment of $1,787. The net other expenses of $97,769 incurred during the three months ended June 30, 2022 comprised foreign currency exchange loss of $67,417, unrealized holding loss on marketable securities of $35,219, other income, net of $1,341 and interest income of $3,526.

 

Benefit of (Provision for) Income Taxes

 

The Company recorded benefit of income taxes of $2,439 and provision for income taxes of $392 for the three months ended June 30, 2023 and 2022, respectively. Both the benefit of income taxes as well as the provision for income taxes were in respect of the Company’s operations in Malaysia.

 

5

 

 

Net Loss

 

Net loss reduced by $24,895 from net loss of $404,344 for the three months ended June 30, 2022 to net loss of $379,449 for the three months ended June 30, 2023, mainly due to reasons as discussed above.

 

For the six months ended June 30, 2023 and 2022

 

Revenue

 

We generated revenue of $684,703, which comprised revenue from the Company’s network marketing business of $229,521 (approximately 33.5%); and revenue from the Company’s operations in the provision of complementary health therapies of $455,182 (approximately 66.5%) for the six months ended June 30, 2023 as compared to $805,667, which comprised revenue from the Company’s network marketing business of $558,340 (approximately 69.3%); and revenue from the Company’s operations in the provision of complementary health therapies of $247,327 (approximately 30.7%) for the six months ended June 30, 2022. Revenue from the Company’s network marketing business decreased significantly by $328,819, or approximately 58.9%. Revenue from the Company’s operations in the provision of complementary health therapies increased significantly by $207,855, or approximately 84.0%. Total revenue decreased by $120,964, or approximately 15.0%. The decrease was predominately due to the anticipated poor performance from the Company’s network marketing business. The Company is in the process of introducing a whole new range of products for its networking marketing business. Distributors and members curtailed the purchases of the Company’s existing products, awaiting the Company’s new products range. The shortfall in revenue of the Company’s network marketing business was significantly compensated by the significant increase in revenue in the Company’s operations in the provision of complementary health therapies. This new division which commenced in February 2022 is witnessing modest growth.

 

Cost of Revenue

 

Cost of revenue for the six months ended June 30, 2023 amounted to $236,289 as compared to $182,814 for the six months ended June 30, 2022, an increase of $53,475, or approximately 29.3%. The increase was due to the varying gross profit margins in the Company’s operations in the provision of complementary health therapies.

 

Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.

 

Gross Profit

 

Gross profit for the six months ended June 30, 2023, amounted to $448,414, represented a gross margin of approximately 65.5% as compared to $622,853 for the six months ended June 30, 2022, equivalent to a gross margin of approximately 77.3%. The decrease in gross margin was predominantly due to lower gross margin associated with the provision of complementary health therapies as compared to the Company’s network marketing business.

 

Operating Expenses

 

Our operating expenses consist of selling expenses, commission expenses, general and administrative expenses. Total operating expenses were $1,261,831 for the six months ended June 30, 2023, increased by $60,563 or approximately 5.0% from $1,201,268 for the six months ended June 30, 2022.

 

Selling expenses

 

Selling expenses for the six months ended June 30, 2023 amounted to $140,224 as compared to $194,198 for the six months ended June 30, 2022, a decrease of $53,974, or approximately 27.8%, predominantly due to decrease in promotional expenses. Promotional activities on the Company’s network marketing business were scaled back during the time lag between phasing out of the old products range awaiting the upcoming new range of products. The Company’s selling expenses typically comprise of salaries and benefits expenses which represented approximately 70% to 85% of total selling expenses, credit card processing fees and promotional expenses. There was also a small reduction in the number of headcounts in the recent six months ended June 30, 2023.

 

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Commission expenses

 

Commission expenses were $55,884 and $176,666 for the six months ended June 30, 2023 and 2022, respectively. The decrease in commission expenses was in line with the decrease in revenue.

 

General and administrative expenses (“G&A expenses”)

 

G&A expenses for the six months ended June 30, 2023 amounted to $1,065,723, as compared to $830,404 for the six months ended June 30, 2022, an increase of $235,319, or approximately 28.3%. The increase in G&A expenses was mainly due to G&A expenses associated with the provision of complementary health therapies and expenses incurred by the Company on its on-going uplisting exercise to Nasdaq. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses and depreciation expenses.

 

Other Expenses, Net

 

For the six months ended June 30, 2023, we recorded an amount of $6,762 as other expenses, net, as compared to $115,695 other expenses, net, for the six months ended June 30, 2022, represented a decrease of $108,933 or approximately 94.2%.

 

The net other expenses of $6,762 incurred during the six months ended June 30, 2023 comprised foreign currency exchange loss of $34,576, unrealized holding gain on marketable securities of $8,710, other income, net of $12,500, interest income of $4,817 and gain on disposal of property and equipment of $1,787. The net other expenses of $115,695 incurred during the six months ended June 30, 2022 comprised foreign currency exchange loss of $83,883, unrealized holding loss on marketable securities of $52,889, other income, net of $12,826 and interest income of $8,251.

 

Benefit of (Provision for) Income Taxes

 

The Company recorded benefit of income taxes of $6,655 and provision for income taxes of $8,680 for the six months ended June 30, 2023 and 2022, respectively. Both the benefit of income taxes as well as the provision for income taxes were in respect of the Company’s operations in Malaysia.

 

Net Loss

 

Net loss increased by $110,734 from net loss of $702,790 for the six months ended June 30, 2022 to net loss of $813,524 for the six months ended June 30, 2023, mainly due to reasons as discussed above.

 

7

 

 

Liquidity and Capital Resources

 

Malaysia, where the operations of the Company predominantly reside, officially transitioned to the endemic phase of COVID-19 effective April 1, 2022. Restrictions on businesses and people are minimal. Meanwhile, the government continues to encourage inoculation for those between the ages of 5 to 11 years and its adolescent group which comprised those between the ages 12 and 17. Adults who have been fully vaccinated, i.e. received two doses of the COVID-19 vaccine are encouraged to take booster shots.

 

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, disruption or suspension of supplies, our customers may be negatively impacted financially resulting in which the demand for our products may be adversely affected;
  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.

 

Albeit a lengthy 3 years in the COVID-19 pandemic and living alongside COVID-19, there could still be supply chain disruptions. From our experiences operating under the much-restricted COVID-19 environment, we have modified our methods of operations, to build in sufficient buffer in the management of inventories. We may experience slight delay in products delivery lead time but barring unforeseen circumstances, the setback should be temporary.

 

8

 

 

We are 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. Now that most nations are living alongside COVID-19, we will re-assess our plans to 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 the Company’s total revenues will grow or remain at similar levels year over year in 2023 and beyond.

 

As of June 30, 2023, we had working capital deficit of $26,893, consisting of cash and cash in bank of $332,431 and time deposits of $321,323 as compared to working capital of $799,239 consisting of cash and cash in bank of $523,619 and time deposits of $914,811 as of December 31, 2022. The Company had a net loss of $813,524 for the six months ended June 30, 2023 and accumulated deficits of $5,746,112 as of June 30, 2023 as compared to net loss of $1,666,079 for the year ended December 31, 2022 and accumulated deficits of $4,945,586 as of December 31, 2022.

 

In assessing our liquidity and going concern, management is projecting that the company’s revenue will revert to pre-pandemic level, generating sufficient cash therefrom to cover our operating expenses.

 

If our Company is unable to generate sufficient cash flow within the normal operating cycle of a twelve-month period to pay for its future payment obligations, we may have to consider supplementing our available sources of funds through the following sources:

 

Equity financing from the Company’s second listing on NASDAQ to support its working capital and future growth;
   
Other available sources of financing (including debt) from banks and other financial institutions; and
   
Financial support and credit guarantee commitments from the Company’s related parties.

 

Based on the above measures, management is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements and debt obligations as they become due one year from the filing date of these unaudited condensed consolidated financial statements. However, there is no assurance that management will be successful in its plans.

 

The following summarizes the key components of our cash flows for the six months ended June 30, 2023 and 2022:

 

   For the six months ended
June 30,
 
   2023   2022 
         
Net cash used in operating activities  $(742,175)  $(495,727)
Net cash used in investing activities   (6,499)   (750)
Net cash used in financing activities   (22,861)   (178,926)
Effect of exchange rate on cash and cash equivalents   (13,141)   (115,008)
Net change in cash and cash equivalents  $(784,676)  $(790,411)

 

9

 

 

Operating activities

 

Net cash used in operating activities for the six months ended June 30, 2023 was $742,175, comprised of net loss of $813,524, increase in accounts receivables of $2,751, increase in amount due from related parties of $209, increase in inventories of $23,013, decrease in accounts payable –related parties of $4,758, decrease in customer deposits of $31,655, decrease in other payables and accrued liabilities of $228,812, payment of operating lease liabilities of $79,551, decrease in other payable –related parties of $3,457, the non-cash expenses on unrealized holding gain on marketable securities of $8,710, deferred tax benefit of $6,655, offset by the non-cash depreciation and amortization expense of $39,264, amortization of operating right-of-use assets of $78,333, decrease in prepaid taxes of $238,064, decrease in prepayments and deposits of $80,651 and increase in accounts payable of $24,608.

 

Net cash used in operating activities for the six months ended June 30, 2022 was $495,727 and were mainly comprised of the net loss of $702,790, increase in accounts receivables of $214, decrease in customer deposits of $175,936, payment of operating lease liabilities of $75,200 and decrease in other payables and accrued liabilities (including related party) of $164,056. The net cash used in operating activities was mainly offset by the non-cash depreciation and amortization expense of $37,558, amortization of operating right-of-use assets of $75,241, unrealized holding loss on marketable securities of $52,889, decrease in amount due from related parties of $2,201, the decrease in inventories of $28,790, refund in prepaid taxes of $296,219, decrease in prepayments and deposits of $102,099, increase in accounts payable (including related party) of $22,211 and increase in income tax payables of $5,261.

 

Investing activities

 

Net cash used in investing activities for the six months ended June 30, 2023 was $6,499, which was in respect of purchase of equipment.

 

Net cash used in investing activities for the six months ended June 30, 2022 was $750, which was in respect of purchase of equipment.

 

Financing activities

 

Deferred offering cost made up the entire net cash used in financing activities for the six months ended June 30, 2023 and 2022 of $22,861 and $178,926, respectively.

 

Credit Facilities

 

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

 

Off-Balance Sheet Arrangements

 

As of June 30, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Critical Accounting Estimates

 

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets and allowance for deferred tax assets. Following are the methods and assumptions used in determining our estimates.

 

10

 

 

Estimated allowance for inventories obsolescence

 

Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. The Company did not recognize any inventory write-downs nor inventory write-off for the six months ended June 30, 2023 and 2022.

 

Impairment of long-lived assets

 

Operating right-of-use assets and property and equipment are stated at costs less accumulated depreciation and impairment, if any. In determining whether an asset is impaired, the Company has to exercise judgment and make estimation, particularly in assessing: (1) whether an event has occurred or any indicators that may affect the asset value; (2) whether the carrying value of an asset is not recoverable that is its carrying amount exceeds the amount of expected undiscounted future cash flows result from the use of the asset. Once it is established that impairment has occurred, the amount of impairment expense is determined as the difference between the carrying value of the asset and its estimated fair value based on a discounted cash flows approach.

 

As of June 30, 2023 and December 31, 2022, the carrying amounts of operating right-of-use assets and property and equipment amounted to $284,670 and $105,674 (December 31, 2022: $81,133 and $142,149), respectively. No impairment losses on operating right-of-use assets and property and equipment were recognized as of June 30, 2023 and 2022.

 

Allowance for deferred tax assets

 

The Company conducts much of its business activities in Malaysia and Hong Kong and is subject to tax in each of these jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

 

Deferred tax assets relating to certain temporary differences and tax losses are recognized as management considers it is probable that future taxable profit will be available against which the temporary differences or tax losses can be utilized. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred taxation assets and taxation in the periods in which such estimate is changed.

 

11

 

 

Critical Accounting Policies

 

Revenue recognition

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time for the Company’s sale of health and wellness products.

 

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

 

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

 

Sales of 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.

 

Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.

 

Provision of Health and Wellness services

 

- Performance obligations satisfied at a point in time

 

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. 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.

 

12

 

 

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

Accounting Standards Adopted in 2023

 

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology.

 

In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell.

 

As ASU 2016-13 has been adopted from January 1, 2023, the Company adopted ASU 2019-05, Financial instruments – Credit Losses (Topic 326) Targeted Transition Relief at the same time.

 

The AUS 2019-05 provides entities that have certain instruments with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for eligible instruments. The fair value option election does not apply to held-to-maturity debt securities.

 

The adoption of these ASUs did not have a material impact on the unaudited condensed consolidated financial statements for the six months ended and as at June 30, 2023.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842) Common Control Arrangements”. This ASU provides guidance in ASC Topic 842 that leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The ASU 2023-01 is effective for reporting periods beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued. When adopted in an interim period, it must be adopted from the beginning of the year that includes that interim period. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements.

 

Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

 

13

 

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Foreign exchange risk. Substantially most of our revenues are denominated in the Malaysian Ringgit while most of our expenses are denominated in Malaysian Ringgit, U.S. dollar and Hong Kong Dollar. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Although in general, our exposure to foreign exchange risks should be limited, the value of an investment in our Common Stock may be affected by the foreign exchange rate between U.S. dollar and Malaysian Ringgit; and U.S. dollar and Hong Kong Dollar because the value of our business is effectively denominated in Malaysian Ringgit and Hong Kong Dollar, while the Common Stock is traded in U.S. dollars.

 

Credit risk. Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

ITEM 4 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on the foregoing evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

 

Internal Control Over Financial Reporting

 

Our management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s chief executive officer and chief financial officer and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
     
  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
     
  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of June 30, 2023, our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management, including our chief executive and chief financial officer, concluded that, during the period covered by this Report, internal controls and procedures over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

Identified Material Weakness

 

A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

 

Management, including our chief executive officer and chief financial officer identified the following material weakness during its assessment of internal controls over financial reporting as of June 30, 2023:

 

(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 proper IT policies and procedures developed for system change management, user access management, backup management and service organization management.

 

15

 

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we will prepare written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines, to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

 

To further strengthen the Company’s internal controls, we plan to initiate the following measures going forward:

 

1. We intend to establish an internal audit function with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control.
   
2. Once we hire additional employees, we intend to initiate a comprehensive training program and development plan to provide ongoing company-wide trainings regarding internal control and requirements of U.S. GAAP financial statements and related disclosures, with particular emphasis on our accounting staff.
   
3. Hire suitable IT personnel to develop and implement proper IT policies and procedures for system change management, user access management, backup management and service organization management.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2023.

 

Changes in Internal Control over Financial Reporting:

 

Except as disclosed above, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

16

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest averse to us.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

Exhibit No.   Description
     
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
     
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*
     
32.1   Section 1350 Certification of principal executive officer *
     
32.2   Section 1350 Certification of principal financial officer *
     
101.INS   Inline XBRL Instance Document*
     
101.SCH   Inline XBRL Schema Document*
     
101.CAL   Inline XBRL Calculation Linkbase Document*
     
101.DEF   Inline XBRL Definition Linkbase Document*
     
101.LAB   Inline XBRL Label Linkbase Document*
     
101.PRE   Inline XBRL Presentation Linkbase Document*
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

17

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AGAPE ATP CORPORATION
  (Name of Registrant)
     
Date: August 14, 2023    
  By: /s/ How Kok Choong
  Title:

Chief Executive Officer,

President, Director, Secretary and Treasurer

    (Principal Executive Officer and Principal Financial Officer)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AGAPE ATP CORPORATION
  (Name of Registrant)
     
Date: August 14, 2023    
  By: /s/ Andrew Lee Kam Fan
  Title: Chief Financial Officer,

 

18

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, HOW KOK CHOONG, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Agape ATP Corporation (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, 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.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ How Kok Choong
    HOW KOK CHOONG
   

Chief Executive Officer,

President, Director, Secretary, Treasurer

    (Principal Executive Officer and Principal Financial Officer)

 

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, ANDREW LEE KAM FAN, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Agape ATP Corporation (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, 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.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023 By: /s/ Andrew Lee Kam Fan
    LEE KAM FAN
    Chief Financial Officer,

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Agape ATP Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 14, 2023 By: /s/ How Kok Choong
    HOW KOK CHOONG
    Chief Executive Officer, President, Director, Secretary, Treasurer
    (Principal Executive Officer and Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Agape ATP Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 14, 2023 By: /s/ Andrew Lee Kam Fan
    LEE KAM FAN
    Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 11, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-220144  
Entity Registrant Name AGAPE ATP CORPORATION  
Entity Central Index Key 0001713210  
Entity Tax Identification Number 36-4838886  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 1705 - 1708, Level 17, Tower 2, Faber Tower  
Entity Address, Address Line Two Jalan Desa Bahagia  
Entity Address, Address Line Three Taman Desa  
Entity Address, City or Town Kuala Lumpur  
Entity Address, Country MY  
Entity Address, Postal Zip Code 58100  
City Area Code (60)  
Local Phone Number 192230099  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   75,452,012
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash and cash equivalents (Included $1,146 and $1,609 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.) $ 653,754 $ 1,438,430
Accounts receivable 5,303 2,826
Inventories 66,056 46,277
Prepaid taxes (Included $1,643 and $1,741 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.) 91,968 339,367
Prepayments and deposits (Included $28 and $0 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of June 30, 2023 and December 31, 2022, respectively.) 122,938 191,100
Total Current Assets 941,436 2,028,534
OTHER ASSETS    
Property and equipment, net 105,674 142,149
Intangible assets, net 19,728 24,044
Operating right-of-use assets 284,670 81,133
Investment in marketable securities 25,331 16,687
Deferred offering costs 522,062 499,202
Deferred tax assets 6,382
Total other assets 963,847 763,215
TOTAL ASSETS 1,905,283 2,791,749
CURRENT LIABILITIES    
Accounts payable 50,800 28,833
Customer deposits 312,189 363,018
Operating lease liabilities 98,688 82,708
Other payables and accrued liabilities ($1,028 and $1,090 are included in the consolidated VIE that are without recourse to the credit of Agape ATP Corporation as of June 30, 2023 and December 31, 2022, respectively.) 475,667 713,277
Other payable – related parties 1,030 4,880
Income tax payable 10,350 10,968
Total Current Liabilities 968,329 1,229,295
NON-CURRENT LIABILITIES    
Operating lease liabilities 186,300
Total Non-current Liabilities 186,300
TOTAL LIABILITIES 1,154,629 1,229,295
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, 75,452,012 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. 7,545 7,545
Additional paid in capital 6,470,716 6,470,716
Accumulated deficit (5,746,112) (4,945,586)
Accumulated other comprehensive income 11,612 9,266
TOTAL AGAPE CORPORATION STOCKHOLDERS’ EQUITY 743,761 1,541,941
NON-CONTROLLING INTERESTS 6,893 20,513
TOTAL EQUITY 750,654 1,562,454
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 1,905,283 2,791,749
Related Party [Member]    
CURRENT ASSETS    
Amount due from related parties 1,417 10,534
CURRENT LIABILITIES    
Accounts payable – related parties $ 19,605 $ 25,611
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
VIE consolidated amount of cash and cash equivalents $ 1,146 $ 1,609
VIE consolidated amount of prepaid taxes 1,643 1,741
VIE consolidated amount of prepaid taxes 28 0
VIE consolidated amount of other payables and accrued liabilities $ 1,028 $ 1,090
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 75,452,012 75,452,012
Common stock, shares outstanding 75,452,012 75,452,012
v3.23.2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
REVENUE $ 303,935 $ 396,707 $ 684,703 $ 805,667
COST OF REVENUE (107,931) (109,383) (236,289) (182,814)
GROSS PROFIT 196,004 287,324 448,414 622,853
SELLING (64,126) (79,587) (140,224) (194,198)
COMMISSION (21,942) (62,557) (55,884) (176,666)
GENERAL AND ADMINISTRATIVE (469,469) (451,363) (1,065,723) (830,404)
TOTAL OPERATING EXPENSES (555,537) (593,507) (1,261,831) (1,201,268)
LOSS FROM OPERATIONS (359,533) (306,183) (813,417) (578,415)
OTHER (EXPENSES) INCOME        
Other income, net 4,134 1,341 12,500 12,826
Interest income 1,634 3,526 4,817 8,251
Unrealized holding gain (loss) on marketable securities 3,790 (35,219) 8,710 (52,889)
Gain on disposal of property and equipment 1,787 1,787
Exchange loss, net (33,700) (67,417) (34,576) (83,883)
TOTAL OTHER EXPENSES, NET (22,355) (97,769) (6,762) (115,695)
LOSS BEFORE INCOME TAXES (381,888) (403,952) (820,179) (694,110)
BENEFIT OF (PROVISION FOR) INCOME TAXES 2,439 (392) 6,655 (8,680)
NET LOSS (379,449) (404,344) (813,524) (702,790)
LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (4,763) 10,556 (12,998) 11,207
NET LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION (374,686) (414,900) (800,526) (713,997)
NET LOSS (379,449) (404,344) (813,524) (702,790)
OTHER COMPREHENSIVE INCOME (LOSS)        
Foreign currency translation adjustment 269 (61,156) 2,346 (73,179)
TOTAL COMPREHENSIVE LOSS (379,180) (465,500) (811,178) (775,969)
Less: Comprehensive loss attributable to non-controlling interests (5,401) (271) (13,619) (270)
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION $ (373,779) $ (465,229) $ (797,559) $ (775,699)
LOSS PER SHARE        
Net Loss per share - basic $ 0.00 $ 0.01 $ 0.01 $ 0.01
Net Loss per share - diluted $ 0.00 $ 0.01 $ 0.01 $ 0.01
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING        
Weighted average number of shares - basic 75,452,012 75,452,012 75,452,012 100,397,696
Weighted average number of shares - diluted 75,452,012 75,452,012 75,452,012 100,397,696
v3.23.2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 29,046 $ 6,449,215 $ (3,258,687) $ 93,398 $ (336) $ 3,312,636
Beginning balance, shares at Dec. 31, 2021 290,460,047          
Forfeiture of common stock $ (21,501) 21,501
Forfeiture of common stock, shares (215,008,035)          
Net loss (299,097) 651 (298,446)
Foreign currency translation adjustment (12,023) 1 (12,022)
Ending balance, value at Mar. 31, 2022 $ 7,545 6,470,716 (3,557,784) 81,375 316 3,002,168
Ending balance, shares at Mar. 31, 2022 75,452,012          
Beginning balance, value at Dec. 31, 2021 $ 29,046 6,449,215 (3,258,687) 93,398 (336) 3,312,636
Beginning balance, shares at Dec. 31, 2021 290,460,047          
Net loss           (702,790)
Ending balance, value at Jun. 30, 2022 $ 7,545 6,470,716 (3,972,684) 20,219 10,601 2,536,397
Ending balance, shares at Jun. 30, 2022 75,452,012          
Beginning balance, value at Mar. 31, 2022 $ 7,545 6,470,716 (3,557,784) 81,375 316 3,002,168
Beginning balance, shares at Mar. 31, 2022 75,452,012          
Net loss (414,900) 10,556 (404,344)
Foreign currency translation adjustment (61,156) (271) (61,427)
Ending balance, value at Jun. 30, 2022 $ 7,545 6,470,716 (3,972,684) 20,219 10,601 2,536,397
Ending balance, shares at Jun. 30, 2022 75,452,012          
Beginning balance, value at Dec. 31, 2022 $ 7,545 6,470,716 (4,945,586) 9,266 20,513 1,562,454
Beginning balance, shares at Dec. 31, 2022 75,452,012          
Net loss (425,840) (8,235) (434,075)
Foreign currency translation adjustment 2,077 17 2,094
Ending balance, value at Mar. 31, 2023 $ 7,545 6,470,716 (5,371,426) 11,343 12,295 1,130,473
Ending balance, shares at Mar. 31, 2023 75,452,012          
Beginning balance, value at Dec. 31, 2022 $ 7,545 6,470,716 (4,945,586) 9,266 20,513 1,562,454
Beginning balance, shares at Dec. 31, 2022 75,452,012          
Net loss           (813,524)
Ending balance, value at Jun. 30, 2023 $ 7,545 6,470,716 (5,746,112) 11,612 6,893 750,654
Ending balance, shares at Jun. 30, 2023 75,452,012          
Beginning balance, value at Mar. 31, 2023 $ 7,545 6,470,716 (5,371,426) 11,343 12,295 1,130,473
Beginning balance, shares at Mar. 31, 2023 75,452,012          
Net loss (374,686) (4,763) (379,449)
Foreign currency translation adjustment 269 (639) (370)
Ending balance, value at Jun. 30, 2023 $ 7,545 $ 6,470,716 $ (5,746,112) $ 11,612 $ 6,893 $ 750,654
Ending balance, shares at Jun. 30, 2023 75,452,012          
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (813,524) $ (702,790)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 36,177 36,661
Amortization 3,087 897
Amortization of operating right-of-use assets 78,333 75,241
Unrealized holding (gain) loss on marketable securities (8,710) 52,889
Deferred tax (benefit) provision (6,655)
Changes in operating assets and liabilities:    
Accounts receivables (2,751) (214)
Amount due from related parties (209) 2,201
Inventories (23,013) 28,790
Prepaid taxes 238,064 296,219
Prepayments and deposits 80,651 102,099
Customer deposits (31,655) (175,936)
Operating lease liabilities (79,551) (75,200)
Income tax payable 5,261
Net cash used in operating activities (742,175) (495,727)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of equipment (6,499) (750)
Net cash used in investing activities (6,499) (750)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Deferred offering costs (22,861) (178,926)
Net cash used in financing activities (22,861) (178,926)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS (13,141) (115,008)
DECREASE IN CASH AND CASH EQUIVALENTS (784,676) (790,411)
CASH AND CASH EQUIVALENTS, beginning of period 1,438,430 2,597,848
CASH AND CASH EQUIVALENTS, end of period 653,754 1,807,437
SUPPLEMENTAL CASH FLOWS INFORMATION    
Income taxes paid 20,849 77,117
SUPPLEMENTAL NON-CASH FLOWS INFORMATION    
Increase in right-of-use assets and lease liabilities due to lease renewal 283,220
Nonrelated Party [Member]    
Changes in operating assets and liabilities:    
Accounts payable 24,608 7,804
Other payables and accrued liabilities (228,812) (166,137)
Related Party [Member]    
Changes in operating assets and liabilities:    
Accounts payable –related parties (4,758) 14,407
Other payable – related parties $ (3,457) $ 2,081
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND
6 Months Ended
Jun. 30, 2023
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 subsidiaries, namely, Agape ATP Corporation (“AATP LB”), a company incorporated in Labuan, Malaysia, and Agape Superior Living Sdn. Bhd. (“ASL”), a company incorporated in Malaysia.

 

Agape ATP Corporation, incorporated in Labuan, Malaysia, is an investment holding company with 100% equity interest in Agape ATP International Holding Limited (“AATP HK”), a company incorporated in Hong Kong.

 

On May 8, 2020, the Company entered into a Share Exchange Agreement with Mr. How Kok Choong, CEO and director of the Company to acquire 9,590,596 ordinary shares, no par value, equivalent to approximately 99.99% of the equity interest in Agape Superior Living Sdn. Bhd., a network marketing entity incorporated in Malaysia.

 

Agape Superior Living Sdn. Bhd. is a limited company incorporated on August 8, 2003, under the laws of Malaysia.

 

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 November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.

 

The Company and its subsidiaries are principally engaged in the Health and Wellness Industry. 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 consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, WATP, ASL and its variable interest entity (“VIE”), Agape S.E.A. Sdn. Bhd. (“SEA”) (See Note 3), and DSY Wellness.

 

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%
                  
6.  DSY Wellness International Sdn Bhd.  Malaysia,
November 11, 2021
  1,000 shares of ordinary share of RM1 each  Provision of complementary health therapies   60%

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

1. ORGANIZATION AND BUSINESS BACKGROUND (Continued)

 

Business Overview

 

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.

 

Via ASL, 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.

 

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.

 

To further its reach in the Health and Wellness Industry, on November 11, 2021, Agape ATP Corporation (Labuan) formed a joint-venture entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third party which Agape ATP Corporation (Labuan) owns 60% of the equity interest, to pursue the business of providing complementary health therapies.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.23.2
GOING CONCERN
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

2. GOING CONCERN

 

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Equity financing is used to supplement working capital requirements of the Company.

 

The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) the net loss of $379,449 and $813,524 for the three and six months ended June 30, 2023; (2) accumulated deficit of $5,746,112 as of June 30, 2023; (3) working capital deficit of $26,892 as of June 30, 2023; and (4) the unexpectedly long turnaround time that the Company’s distributors and members are taking to revert to pre-pandemic mode to generate sales.

 

Management has determined there is substantial doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, the Company may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources:

 

Equity financing from the Company’s second listing on NASDAQ to support its working capital and future growth;
   
Other available sources of financing (including debt) from banks and other financial institutions; and
   
Financial support and credit guarantee commitments from the Company’s related parties.

 

Based on the above measures, management is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements and debt obligations as they become due one year from the filing date of these unaudited condensed consolidated financial statements.

 

There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. There are a number of factors that could potentially arise that could undermine the Company’s plans, such as (i) undue delay in the Company’s current pursuit in seeking second listing on NASDAQ, (ii) the slow rate in which the Company’s distributors and members re-ignite their sales activities, (iii) changes in the demand for the Company’s products and services due to the diminishing effect on the purchasing power of the public in general, as a result of the COVID-19 pandemic, and (iv) if the Company’s new business in the provision of complementary health therapies fail to grow in the manner and at the rate as planned. The Company’s inability to secure needed financing when required could require material changes to the Company’s business plans and could have a material adverse effect on the Company’s viability and results of operations.

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The interim unaudited financial information as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U. S. GAAP, have been omitted pursuant to those rules and regulations. The interim unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023.

 

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of June 30, 2023, its unaudited results of operations for the three and six months ended June 30, 2023 and 2022, and its unaudited cash flows for the six months ended June 30, 2023 and 2022, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its variable interest entity (“VIE”) over which the Company exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIE have been eliminated upon consolidation.

 

Principles of consolidation

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. As of and for the three and six months ended June 30, 2023, SEA, the only VIE of the Company has no significant operations.

 

Use of estimates

 

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

 

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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. 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, 2023 and December 31, 2022, no allowance of doubtful accounts was recorded.

 

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 and six months ended June 30, 2023 and 2022, the Company did not recognize any inventory write-downs nor write-off.

 

Prepaid taxes

 

Prepaid taxes include prepaid income taxes that will either be refunded or utilized to offset future income tax.

 

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 allowance policy and update it if necessary. There was no allowance for doubtful accounts recorded nor doubtful accounts written-off during the three and six months ended June 30, 2023 and 2022. There was no allowance for doubtful accounts balances as of June 30, 2023 and December 31, 2022.

 

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:

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

   Useful Life
Computer and office equipment  5-7 years
Furniture & fixtures  6-7 years
Leasehold improvements  Shorter of the remaining lease terms or the estimated useful lives
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 operations and comprehensive loss. 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 June 30, 2023 and December 31, 2022, 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 proposed offering for uplisting.

 

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)

 

3. 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 unapplied unexpired coupons. Customer deposits are reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

 

Revenue recognition

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time for the Company’s sale of health and wellness products.

 

The ASU requires the use of a 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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.

 

For the three months ended June 30, 2023 and 2022, the Company recognized $6,422 and $4,824, as forfeited coupon income, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized $28,872 and $5,777, as forfeited coupon income, respectively.

 

The Company had contracts for the sales of health and wellness products amounting to $7,790 which it is expected to fulfill within 12 months from June 30, 2023.

 

Sales of products for the provision of complementary health therapies

 

Products for the provision of complementary health therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable diseases.

 

Provision of Health and Wellness services

 

- Performance obligations satisfied at a point in time

 

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. 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 session 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, 2023 and 2022, revenues from health and wellness services were $58,862 and $30,072 respectively. For the six months ended June 30, 2023 and 2022, revenues from health and wellness services were $124,214 and $31,139 respectively.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Disaggregated information of revenues by products are as follows:

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
Survivor Select  $-   $13,941   $28,210   $22,753 
Ionized Cal-Mag   37,221    14,278    84,802    62,368 
Omega Blend   -    42,747    22,471    179,177 
Beta Maxx   -    23,564    21,206    47,637 
Iron   9,929    3,118    21,617    7,186 
Young Formula   -    1,075    -    34,269 
ATPR Mito+   -    76,605    -    187,926 
Hyaluronic Acid Serum   -    1,698    -    3,006 
Mousse Facial Cleanser   -    4,355    -    7,394 
Trim+   3,702    2,765    9,587    6,236 
LIVO 5   21,812    -    21,812    - 
Others – Products for the provision of complementary health therapies   154,411    182,101    330,968    216,188 
Others   17,998    388    19,816    388 
Total revenues - products   245,073    366,635    560,489    774,528 
Health and Wellness services   58,862    30,072    124,214    31,139 
Total revenues - products and services  $303,935   $396,707   $684,703   $805,667 

 

Cost of revenue

 

Cost of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and products for the provision of complementary health therapies. For the three and six months ended June 30, 2023, cost of revenue were $107,931 and $236,289, respectively. For the three and six months ended June 30, 2022, cost of revenue were $109,383 and $182,814, respectively.

 

Shipping and handling

 

Shipping and handling charges amounted to $1,131 and $4,272 for the three months ended June 30, 2023 and 2022, respectively. Shipping and handling charges amounted to $2,656 and $7,179 for the six months ended June 30, 2023 and 2022, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

 

Advertising costs

 

There were no advertising costs incurred for the three and six months ended June 30, 2023. Advertising costs amounted to $4,765 and $4,765 for the three and six months ended June 30, 2022. Advertising costs are expensed as incurred and included in selling expenses.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 $21,942 and $62,557 for the three months ended June 30, 2023 and 2022, respectively. Commission expenses amounted to $55,884 and $176,666 for the six months ended June 30, 2023 and 2022, 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 $35,759 and $35,936 for the three months ended June 30, 2023 and 2022, respectively. Total expenses for the plans were $79,472 and $63,408 for the six months ended June 30, 2023 and 2022, respectively.

 

The related contribution plans include:

 

  - Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 5,000;
  - Employees Provident Fund (“EPF”) –based on employee’s monthly salary, 13% for employee earning RM5,000 and below; and 12% for employee earning RM5,001 and above.
  - Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 5,000;
  - 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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is 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 three and six months ended June 30, 2023 and 2022.

 

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

Comprehensive income (loss)

 

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

 

Non-controlling interest

 

Non-controlling interest consists of 40% of the equity interests of DSY Wellness held by an individual and 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.

 

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 (loss) divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Foreign currencies translation and transaction

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive loss.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) albeit its functional currency being the primary currency of the economic environment in which the entity operates, which is the Malaysian Ringgit (“MYR” or “RM”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), similar to its functional currency. The Company’s subsidiary 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:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-end HKD : US$1 exchange rate   7.84    7.80 

 

   2023   2022   2023   2022 
  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
Period-average MYR : US$1 exchange rate   4.58    4.37    4.48    4.28 
Period-average HKD : US$1 exchange rate   7.84    7.85    7.84    7.83 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Related parties

 

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

 

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

Leases

 

The Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopts the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Some of the Company’s leases include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in re-measurement of the right of use (“ROU”) assets and lease liabilities. Operating ROU assets and lease liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842) Common Control Arrangements”. This ASU provides guidance in ASC Topic 842 that leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The ASU 2023-01 is effective for reporting periods beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued. When adopted in an interim period, it must be adopted from the beginning of the year that includes that interim period. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements.

 

Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

 

Recently adopted Accounting Pronouncements

 

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 has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements. The adoption of the accounting standards has no material impact on the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023.

 

v3.23.2
VARIABLE INTEREST ENTITY (“VIE”)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
VARIABLE INTEREST ENTITY (“VIE”)

4. 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 financial statements.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

4. VARIABLE INTEREST ENTITY (“VIE”) (Continued)

 

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

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets  $2,817   $3,350 
Current liabilities   (41,057)   (43,512)
Net deficit  $(38,240)  $(40,162)

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets:          
Cash  $1,146   $1,609 
Prepaid taxes   1,643    1,741 
Prepayment and deposits   28    - 
Total current assets  $2,817   $3,350 
           
Current liabilities:          
Accounts payable – intercompany  $40,029   $42,422 
Other payables and accrued liabilities   1,028    1,090 
Total current liabilities  $41,057   $43,512 
Net deficit  $(38,240)  $(40,162)

 

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

 

   2023   2022   2023   2022 
   For the three months ended
June 30,
  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
                 
Operating revenues  $-   $-   $-   $- 
Gross profit  $-   $-   $-   $- 
Profit (Loss) from operations  $(81)  $1,723   $(359)  $(3,219)
Net loss  $(81)  $1,723   $(359)  $(3,219)

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.23.2
CASH AND CASH EQUIVALENTS
6 Months Ended
Jun. 30, 2023
Cash and Cash Equivalents [Abstract]  
CASH AND CASH EQUIVALENTS

5. CASH AND CASH EQUIVALENTS

 

As of June 30, 2023 and December 31, 2022 the Company has $653,754 and $1,438,430, respectively, of cash and cash equivalents, which consists of $332,431 and $523,619, respectively, of cash and cash in banks and $321,323 and $914,811, 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 ranged between 1.22% to 1.88% per annum for the three and six months ended June 30, 2023. The effective interest rate ranged between 1.10% to 1.17% per annum for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, $397,809 and $231,187 of these balances are not covered by deposit insurance, respectively.

 

v3.23.2
ACCOUNTS RECEIVABLE
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
ACCOUNTS RECEIVABLE

6. ACCOUNTS RECEIVABLE

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
         
Accounts receivable  $5,303   $2,826 
Allowance for doubtful accounts   -    - 
Total accounts receivable  $5,303   $2,826 

 

v3.23.2
INVENTORIES
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

7. INVENTORIES

 

Inventories consist of the following:

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Finished goods  $66,056   $46,277 

 

There were no inventory write-downs nor write-off for the three and six months ended June 30, 2023 and 2022, respectively.

 

v3.23.2
PREPAYMENTS AND DEPOSITS
6 Months Ended
Jun. 30, 2023
Prepayments And Deposits  
PREPAYMENTS AND DEPOSITS

8. PREPAYMENTS AND DEPOSITS

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Receivables from sales distributors  $28,219   $43,596 
Deposits to suppliers   94,719    147,504 
Subtotal   122,938    191,100 
Less: Allowance for doubtful accounts   -    - 
Total  $122,938   $191,100 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

8. PREPAYMENTS AND DEPOSITS (Continued)

 

Movements of allowance for doubtful accounts are as follows:

 

   For the
six months ended
June 30, 2023
   For the
year ended
December 31, 2022
 
         
Beginning balance  $-   $121,095 
Addition   -    - 
Write off   -    (120,372)
Exchange rate effect        -    (723)
Ending balance  $-   $- 

 

v3.23.2
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

9. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer and office equipment  $88,641   $87,428 
Furniture & fixtures   109,342    115,789 
Leasehold improvements   181,136    191,965 
Vehicle   88,259    93,535 
Subtotal   467,378    488,717 
Less: accumulated depreciation   (361,704)   (346,568)
Total  $105,674   $142,149 

 

Depreciation expense for the three months ended June 30, 2023 and 2022 amounted to $18,124 and $17,954, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $36,177 and $36,661, respectively.

 

v3.23.2
INTANGIBLE ASSETS, NET
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET

10. INTANGIBLE ASSETS, NET

 

Intangible assets, net, consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer software  $52,225   $55,348 
Less: accumulated amortization   (32,497)   (31,304)
Total  $19,728   $24,044 

 

Amortization expense for the three months ended June 30, 2023 and 2022 amounted to $1,506 and $439, respectively. Amortization expense for the six months ended June 30, 2023 and 2022 amounted to $3,087 and $897, respectively.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.23.2
INVESTMENT IN MARKETABLE SECURITIES
6 Months Ended
Jun. 30, 2023
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 July 19, 2022, Greenpro Capital Corp. filed a certificate of change with the Secretary of State of Nevada to effect a reverse split of the company’s common stock at the ratio of 10-for-1 effective July 28, 2022. Under the reverse stock split, each 10 pre-split share of common stock outstanding will automatically combine into 1 new share of common stock of the company. As at July 28, 2022, the Company has an investment of 116,646 common stock of Greenpro Capital Corp. The Company’s investment of 116,646 common stock of Greenpro Capital Corp. was reduced to 11,665 subsequent to the reverse stock split.
     
  (v) 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
     
  (vi) 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 Corporation as result of its Spin-off of DSwiss, Inc.’s shares.
     
  (vii) On September 27, 2021, the Company received dividend of 11,665 shares of common stock in SEATech Ventures Corp. for $18,874 at fair value of $1.62 per share from Greenpro Capital Corp as a dividend income since Greenpro Capital Corp previously owned these shares.
     
  (viii) On April 3, 2019, the Company purchased a 5% of stock or 15,000,000 shares of common stock in Phoenix Plus Corp. (a non-marketable security) for $1,500 at purchase price of $0.0001 per share. Phoenix Plus Corp. obtained approval for Depository Trust Company eligibility on April 26, 2022. Since the commencement of trading of common stock of Phoenix Plus Corp. on May 18, 2022, to July 13, 2023, there were only 200 shares of common stock of the company traded. The Company deems there is an absence of a readily determinable fair value of the common stock of Phoenix Plus Corp. and has continued to value its investment in the company Phoenix Plus Corp. at cost.

 

         
   As of 
   June 30, 2023  

December 31, 2022

 
Cost of investment  $16,687   $89,001 
Transfer from non-marketable security   -    1,500 
Dividend income from Greenpro Capital Corp.   -    - 
Unrealized holding gain (loss)   8,710    (73,519)
Exchange rate effect   (66)   (295)
Investment in marketable securities  $25,331   $16,687 

 

v3.23.2
INVESTMENT IN NON-MARKETABLE SECURITIES
6 Months Ended
Jun. 30, 2023
Investment In Non-marketable Securities  
INVESTMENT IN NON-MARKETABLE SECURITIES

12. INVESTMENT IN NON-MARKETABLE SECURITIES

 

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. Phoenix Plus Corp. attained its effective date with the Securities Exchange Commission for listing on OTC (Pink Sheet), U.S. on March 12, 2021, and obtained approval for Depository trust Company (“DTC”) eligibility on April 26, 2022. Accordingly, stocks of Phoenix Plus Corp. can be traded on OTC. As such the investment in Phoenix Plus Corp. was transferred to marketable securities.

 

         
   As of 
Phoenix Plus Corporation  June 30, 2023  

December 31, 2022

 
Cost of investment  $-   $1,500 
Less: Transfer to investment in marketable securities   -    (1,500)
Investment in non-marketable securities  $-   $- 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.23.2
CUSTOMER DEPOSITS
6 Months Ended
Jun. 30, 2023
Customer Deposits  
CUSTOMER DEPOSITS

13. CUSTOMER DEPOSITS

         
   As of 
   June 30, 2023   December 31, 2022 
           
Customer deposits  $265,300   $289,487 
Unexpired product coupons   46,889    73,531 
Total  $312,189   $363,018 

 

Customer deposits represent amounts advanced by customers on product orders and unexpired product coupons issued to the Company’s members and distributors of its network marketing business.

 

v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
OTHER PAYABLES AND ACCRUED LIABILITIES

14. OTHER PAYABLES AND ACCRUED LIABILITIES

         
   As of 
   June 30, 2023   December 31, 2022 
           
Professional fees  $140,672   $324,629 
Promotion expenses   38,583    38,583 
Payroll   17,944    21,164 
Amounts held in eWallets (a)   195,000    216,049 
Tax penalty   75,000    75,000 
Others   8,468    37,852 
Total  $475,667   $713,277 

 

(a)The Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70). Commission payment exceeding the RM100 threshold shall only be credited into the member’s or distributor’s eWallet upon request. The eWallet functionality allows the members to place new product orders utilizing eWallet available balance and/or request commission payout via multiple payment methods provided that each of the withdrawal amount exceeds RM100. Amounts held in eWallets are reflected on the balance sheet as a current liability.

 

v3.23.2
RELATED PARTY BALANCES AND TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY BALANCES AND TRANSACTIONS

15. RELATED PARTY BALANCES AND TRANSACTIONS

 

Related party balances

 

Amount due from related parties

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Prepayment of IT expenses  $1,178   $1,273 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Deposits for products purchases   -    9,261 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Expenses paid for DSYWLC   239    - 
                 
Total        $1,417   $10,534 

 

Accounts payable – related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
                 
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $19,601   $25,387 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   4    224 
Total        $19,605   $25,611 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party balances

 

Other payable - related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $391   $2,149 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   316    2,147 
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense   323    584 
Total        $1,030   $4,880 

 

Related party transactions

 

Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $55,614   $63,142 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   212    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $55,826   $63,664 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $116,269   $74,909 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   17,761    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $134,030   $75,431 

 

Other Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $1,291   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   1,151    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   212    - 
Total        $2,654   $69 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other purchases

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $2,233   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   3,407    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   280    - 
Total        $5,920   $69 

 

Commission

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $1,626   $2,443 
Total        $1,626   $2,443 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Commission

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $3,538   $5,148 
Total        $3,538   $5,148 

 

Other Income

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $670   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   2,010    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $2,747   $- 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $1,340   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   4,021    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $5,428   $- 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other expenses

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $13,647   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   8,254    5,602 
Total        $21,901   $5,602 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $27,718   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   16,363    11,203 
Total        $44,081   $11,203 

 

v3.23.2
STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

16. STOCKHOLDERS’ EQUITY

 

Preferred stock

 

As of June 30, 2023 and December 31, 2022, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

 

Common stock

 

As of June 30, 2023 and December 31, 2022, there were 1,000,000,000 common stocks authorized; and 75,452,012 shares issued and outstanding.

 

A share forfeiture agreement (the “Share Forfeiture Agreement”) dated January 20, 2022, between the Company and Mr. How Kok Choong, the CEO and director of the Company, pursuant to which Mr. How Kok Choong agreed to forfeit 215,008,035 shares of common stock of the Company. As a result, the outstanding shares was reduced by 215,008,035 shares of common stock.

 

There were no stock options, warrants or other potentially dilutive securities outstanding as of June 30, 2023 and December 31, 2022.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.23.2
NON-CONTROLLING INTEREST
6 Months Ended
Jun. 30, 2023
Noncontrolling Interest [Abstract]  
NON-CONTROLLING INTEREST

17. NON-CONTROLLING INTEREST

 

The Company’s non-controlling interest consists of the following:

         
   As of 
   June 30, 2023   December 31, 2022 
DSY Wellness:          
Paid-in capital  $97   $97 
Retained earnings   7,386    20,384 
Accumulated other comprehensive (loss) income   (590)   32 
Noncontrolling interest gross   6,893    20,513 
ASL   -    - 
Total  $6,893   $20,513 

 

v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

18. INCOME TAXES

 

The United States and foreign components of income (loss) before income taxes were comprised of the following:

SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Tax jurisdictions from:                    
Local – United States  $(142,912)  $(187,379)  $(310,697)  $(293,804)
Foreign – Malaysia   (241,867)   (189,395)   (516,152)   (354,459)
Foreign – Hong Kong   2,891    (27,178)   6,670    (45,847)
                     
Loss before income tax  $(381,888)  $(403,952)  $(820,179)  $(694,110)

 

The benefit of (provision for) income taxes consisted of the following:

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Current:                    
- Local  $-   $-   $-   $- 
- Foreign   -    (392)   -    (8,680)
                     
Deferred:                    
- Local   -    -    -    - 
- Foreign   2,439    -    6,655    - 
Benefit of (Provision for) income tax  $2,439   $(392)  $6,655   $(8,680)

 

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:

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

18. INCOME TAXES (Continued)

 

United States of America

 

Agape ATP Corporation was incorporated in the State of Nevada and is subject to the tax laws of the United States of America with a corporate tax rate of 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, 2023 and 2022, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

 

As of June 30, 2023 and December 31, 2022, the operations in the United States of America incurred approximately $1,668,000 and $1,357,000, respectively, of cumulative net operating losses (“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, 2023 and December 31, 2022 were approximately $350,000 and $285,000, respectively.

 

Malaysia

 

Agape ATP Corporation, Agape Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd., Wellness ATP International Holdings Sdn Bhd. and DSY Wellness International 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 three and six months ended June 30, 2023 and 2022, with the remaining balance being taxed at the 24% rate.

 

As of June 30, 2023 and December 31, 2022, the operations in Malaysia incurred approximately $2,149,000 and $1,723,000, respectively, of cumulative net operating losses (“NOL”) which can be carried forward to offset future taxable income. Approximately $35,000, $778,000, $858,000 and $478,000 of the net operating loss carry forwards will expire in 2030, 2031, 2032 and 2033, respectively, if unutilized. The deferred tax valuation allowance as of June 30, 2023 and December 31, 2022 were approximately $501,000 and $408,000, respectively.

 

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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

18. INCOME TAXES (Continued)

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

         
   As of 
  

June 30, 2023

   December 31, 2022 
Deferred tax assets:          
Net operating loss carry forwards in U.S.  $350,216   $284,959 
Net operating loss carry forwards in Malaysia   507,709    408,226 
          
Less: valuation allowance   (851,545)   (693,185)
Deferred tax assets, net  $6,382   $- 

 

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, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties tax for the three and six months ended June 30, 2023 and 2022.

 

v3.23.2
CONCENTRATIONS OF RISKS
6 Months Ended
Jun. 30, 2023
Risks and Uncertainties [Abstract]  
CONCENTRATIONS OF RISKS

19. CONCENTRATIONS OF RISKS

 

(a) Major customers

 

For the three months ended June 30, 2023 and 2022, no customer accounted for 10% or more of the Company’s total revenues. For the six months ended June 30, 2023 and 2022, no customer accounted for 10% or more of the Company’s total revenues.

 

As of June 30, 2023, two individual customers accounted for approximately 19.9% and 18.7% of the Company’s balance of accounts receivable, respectively. As of December 31, 2022, five individual customers accounted for approximately 72.0% of the Company’s balance of accounts receivable.

 

(b) Major vendors

 

For the three months ended June 30, 2023, three vendors accounted for approximately 43.1%, 27.5% and 26.0% of the Company’s total purchases. For the three months ended June 30, 2022, three vendors accounted for approximately 70.0%, 17.0% and 11% of the Company’s total purchases, respectively.

 

For the six months ended June 30, 2023, the same three vendors accounted for approximately 47.2%, 26.5% and 13.6% of the Company’s total purchases. For the six months ended June 30, 2022, two vendors accounted for approximately 46.0% and 43.0% of the Company’s total purchases.

 

As of June 30, 2023, two vendors accounted for approximately 62.3% and 27.8% of the Company’s total balance of accounts payable, respectively. As of December 31, 2022, three vendors accounted for approximately 46.6%, 25.8% and 23.9% of the Company’s total balance of accounts payable, respectively.

 

CTA Nutriceuticals (Asia) Sdn Bhd, a related company, accounted for approximately 27.8% and 46.6% of the Company’s total balance of accounts payable as of June 30, 2023 and December 31, 2022, respectively.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

19. CONCENTRATIONS OF RISKS (Continued)

 

(c) Commission Expenses to Sales Distributors and Stockists

 

One sales distributor accounted for 10% or more of the Company’s commission expense for the three months ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, one sales distributor accounted for 10% or more of the Company’s commission expense. For the six months ended June 30, 2022, no sales distributor accounted for 10% or more of the Company’s 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, 2023 and December 31, 2022, $630,285 and $1,427,963 were deposited with financial institutions, respectively, $397,809 and $231,187 of these balances are not covered by deposit insurance, respectively. 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.

 

v3.23.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

20. 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 $3,250 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. On June 1, 2023, upon the expiry of the two-years lease for its office space, the Company entered into a new three-years lease with the same landlord. The Company recognized lease liabilities of approximately $283,220, 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 October 1, 2021, the Company entered into a two-years lease for an apartment to serve as staff accommodation. The Company recognized lease liabilities of approximately $9,777, 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 November 1, 2021, the Company entered into a two-years lease for a branch office and operating centre. The Company recognized lease liabilities of approximately $10,864, 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.

 

Amortization of operating right-of-use assets for the three months ended June 30, 2023 and 2022 were $38,683 and $36,162 respectively. Amortization of operating right-of-use assets for the six months ended June 30, 2023 and 2022 were $78,333 and $75,241 respectively.

 

As of June 30, 2023, the weighted remaining term of the lease is approximately 2.81 years.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

20. COMMITMENTS AND CONTINGENCIES (Continued)

 

The five-year maturity of the Company’s operating lease liabilities is as follow:

Twelve Months Ending June 30,  Operating lease liabilities 
     
2024  $111,362 
2025   102,501 
2026   93,959 
Thereafter   - 
Total lease payments   307,822 
Less: interest   (22,834)
Present value of lease liabilities  $284,988 

 

The Company also leases one office and operation center, and one shophouse with an expiring term of twelve months or less, which were classified as operation leases. Since the lease terms for these leases were twelve months or less, a lessee is permitted to elect not to recognize lease assets and liabilities. The Company has elected not to recognize lease assets and liabilities on these leases. As of June 30, 2023, the Company’s commitment for minimum lease payment under these operating leases within the next twelve months were $16,020.

 

Rent expense for the three months ended June 30, 2023 and 2022 was $48,727 and $54,237, respectively. Rent expense for the six months ended June 30, 2023 and 2022 was $99,434 and $98,312, respectively.

 

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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

20. COMMITMENTS AND CONTINGENCIES (Continued)

 

COVID-19

 

Malaysia, where the operations of the Company predominantly reside, officially transitioned to the endemic phase of COVID-19 effective April 1, 2022. Restrictions on businesses and people are minimal. Meanwhile, the government continues to encourage inoculation for those between the ages of 5 and 11 years and its adolescent group which comprised those between the ages 12 and 17. Adults who have been fully vaccinated, i.e. received two doses of the COVID-19 vaccine are encouraged to take booster shots.

 

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, disruption or suspension of supplies, our customers may be negatively impacted financially resulting in which the demand for our products may be adversely affected;
  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.

 

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 similar levels year over year in 2023 and beyond.

 

v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

21. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of issuance of this unaudited condensed consolidated financial statements, and does not identify any events with material financial impact on the Company’s unaudited condensed consolidated financial statements.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The interim unaudited financial information as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U. S. GAAP, have been omitted pursuant to those rules and regulations. The interim unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023.

 

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of June 30, 2023, its unaudited results of operations for the three and six months ended June 30, 2023 and 2022, and its unaudited cash flows for the six months ended June 30, 2023 and 2022, as applicable, have been made. The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its variable interest entity (“VIE”) over which the Company exercises control and, where applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and its VIE have been eliminated upon consolidation.

 

Principles of consolidation

Principles of consolidation

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. As of and for the three and six months ended June 30, 2023, SEA, the only VIE of the Company has no significant operations.

 

Use of estimates

Use of estimates

 

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

 

Cash and cash equivalents

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Accounts receivable

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. 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, 2023 and December 31, 2022, no allowance of doubtful accounts was recorded.

 

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 and six months ended June 30, 2023 and 2022, the Company did not recognize any inventory write-downs nor write-off.

 

Prepaid taxes

Prepaid taxes

 

Prepaid taxes include prepaid income taxes that will either be refunded or utilized to offset future income tax.

 

Prepayments and deposits

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 allowance policy and update it if necessary. There was no allowance for doubtful accounts recorded nor doubtful accounts written-off during the three and six months ended June 30, 2023 and 2022. There was no allowance for doubtful accounts balances as of June 30, 2023 and December 31, 2022.

 

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:

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

   Useful Life
Computer and office equipment  5-7 years
Furniture & fixtures  6-7 years
Leasehold improvements  Shorter of the remaining lease terms or the estimated useful lives
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 operations and comprehensive loss. 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

 

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, 2023 and December 31, 2022, 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 proposed offering for uplisting.

 

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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

Customer deposits

Customer deposits

 

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

 

Revenue recognition

Revenue recognition

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time for the Company’s sale of health and wellness products.

 

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

 

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

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

Under the Company’s network marketing business, the Company issues product coupons to members and distributors when these customers made purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value of the product coupons issued is recorded as a reduction of the Company’s revenue account upon issuance; the corresponding amount credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company’s coupons have a validity period of between six and twelve months. If the Company’s customers did not utilize the coupons after the validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues.

 

For the three months ended June 30, 2023 and 2022, the Company recognized $6,422 and $4,824, as forfeited coupon income, respectively. For the six months ended June 30, 2023 and 2022, the Company recognized $28,872 and $5,777, as forfeited coupon income, respectively.

 

The Company had contracts for the sales of health and wellness products amounting to $7,790 which it is expected to fulfill within 12 months from June 30, 2023.

 

Sales of products for the provision of complementary health therapies

 

Products for the provision of complementary health therapies are predominantly Chinese herbs in different forms, processed or otherwise, for prescriptions for treating non-communicable diseases.

 

Provision of Health and Wellness services

 

- Performance obligations satisfied at a point in time

 

The Company carries out its Wellness program, where the Company’s products are bundled with health screening test and a health camp program. The health screening test and the health camp programs are considered as separate performance obligations. 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 session 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, 2023 and 2022, revenues from health and wellness services were $58,862 and $30,072 respectively. For the six months ended June 30, 2023 and 2022, revenues from health and wellness services were $124,214 and $31,139 respectively.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Disaggregated information of revenues by products are as follows:

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
Survivor Select  $-   $13,941   $28,210   $22,753 
Ionized Cal-Mag   37,221    14,278    84,802    62,368 
Omega Blend   -    42,747    22,471    179,177 
Beta Maxx   -    23,564    21,206    47,637 
Iron   9,929    3,118    21,617    7,186 
Young Formula   -    1,075    -    34,269 
ATPR Mito+   -    76,605    -    187,926 
Hyaluronic Acid Serum   -    1,698    -    3,006 
Mousse Facial Cleanser   -    4,355    -    7,394 
Trim+   3,702    2,765    9,587    6,236 
LIVO 5   21,812    -    21,812    - 
Others – Products for the provision of complementary health therapies   154,411    182,101    330,968    216,188 
Others   17,998    388    19,816    388 
Total revenues - products   245,073    366,635    560,489    774,528 
Health and Wellness services   58,862    30,072    124,214    31,139 
Total revenues - products and services  $303,935   $396,707   $684,703   $805,667 

 

Cost of revenue

Cost of revenue

 

Cost of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and products for the provision of complementary health therapies. For the three and six months ended June 30, 2023, cost of revenue were $107,931 and $236,289, respectively. For the three and six months ended June 30, 2022, cost of revenue were $109,383 and $182,814, respectively.

 

Shipping and handling

Shipping and handling

 

Shipping and handling charges amounted to $1,131 and $4,272 for the three months ended June 30, 2023 and 2022, respectively. Shipping and handling charges amounted to $2,656 and $7,179 for the six months ended June 30, 2023 and 2022, respectively. Shipping and handling charges are expensed as incurred and included in selling expenses.

 

Advertising costs

Advertising costs

 

There were no advertising costs incurred for the three and six months ended June 30, 2023. Advertising costs amounted to $4,765 and $4,765 for the three and six months ended June 30, 2022. Advertising costs are expensed as incurred and included in selling expenses.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 $21,942 and $62,557 for the three months ended June 30, 2023 and 2022, respectively. Commission expenses amounted to $55,884 and $176,666 for the six months ended June 30, 2023 and 2022, respectively.

 

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 $35,759 and $35,936 for the three months ended June 30, 2023 and 2022, respectively. Total expenses for the plans were $79,472 and $63,408 for the six months ended June 30, 2023 and 2022, respectively.

 

The related contribution plans include:

 

  - Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of RM 5,000;
  - Employees Provident Fund (“EPF”) –based on employee’s monthly salary, 13% for employee earning RM5,000 and below; and 12% for employee earning RM5,001 and above.
  - Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 5,000;
  - 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 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.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is 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 three and six months ended June 30, 2023 and 2022.

 

The Company conducts much of its business activities in Hong Kong and Malaysia and is subject to tax in each of these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

Comprehensive income (loss)

Comprehensive income (loss)

 

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

 

Non-controlling interest

Non-controlling interest

 

Non-controlling interest consists of 40% of the equity interests of DSY Wellness held by an individual and 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.

 

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 (loss) divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six months ended June 30, 2023 and 2022, there were no dilutive shares.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Foreign currencies 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 consolidated statements of operations and comprehensive loss.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) albeit its functional currency being the primary currency of the economic environment in which the entity operates, which is the Malaysian Ringgit (“MYR” or “RM”). The Company’s subsidiary in Hong Kong maintains its books and record in Hong Kong Dollars (“HK$”), similar to its functional currency. The Company’s subsidiary 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:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-end HKD : US$1 exchange rate   7.84    7.80 

 

   2023   2022   2023   2022 
  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
Period-average MYR : US$1 exchange rate   4.58    4.37    4.48    4.28 
Period-average HKD : US$1 exchange rate   7.84    7.85    7.84    7.83 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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 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

Leases

 

The Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopts the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Some of the Company’s leases include one or more options to renew, which is typically at the Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. New lease modifications result in re-measurement of the right of use (“ROU”) assets and lease liabilities. Operating ROU assets and lease liabilities are recognized at the commencement date, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

 

Recent accounting pronouncements

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842) Common Control Arrangements”. This ASU provides guidance in ASC Topic 842 that leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The ASU 2023-01 is effective for reporting periods beginning after December 15, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued. When adopted in an interim period, it must be adopted from the beginning of the year that includes that interim period. The Company is currently evaluating the impact of this ASU may have on its unaudited condensed consolidated financial statements.

 

Except for the above-mentioned pronouncements, there are no other new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.

 

Recently adopted Accounting Pronouncements

Recently adopted Accounting Pronouncements

 

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 has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements. The adoption of the accounting standards has no material impact on the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023.

v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Tables)
6 Months Ended
Jun. 30, 2023
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%
                  
6.  DSY Wellness International Sdn Bhd.  Malaysia,
November 11, 2021
  1,000 shares of ordinary share of RM1 each  Provision of complementary health therapies   60%

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

   Useful Life
Computer and office equipment  5-7 years
Furniture & fixtures  6-7 years
Leasehold improvements  Shorter of the remaining lease terms or the estimated useful lives
Vehicle  5 years
SCHEDULE OF ESTIMATED USEFUL LIVES OF 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
SCHEDULE OF DIS-AGGREGATED INFORMATION OF REVENUES

Disaggregated information of revenues by products are as follows:

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
Survivor Select  $-   $13,941   $28,210   $22,753 
Ionized Cal-Mag   37,221    14,278    84,802    62,368 
Omega Blend   -    42,747    22,471    179,177 
Beta Maxx   -    23,564    21,206    47,637 
Iron   9,929    3,118    21,617    7,186 
Young Formula   -    1,075    -    34,269 
ATPR Mito+   -    76,605    -    187,926 
Hyaluronic Acid Serum   -    1,698    -    3,006 
Mousse Facial Cleanser   -    4,355    -    7,394 
Trim+   3,702    2,765    9,587    6,236 
LIVO 5   21,812    -    21,812    - 
Others – Products for the provision of complementary health therapies   154,411    182,101    330,968    216,188 
Others   17,998    388    19,816    388 
Total revenues - products   245,073    366,635    560,489    774,528 
Health and Wellness services   58,862    30,072    124,214    31,139 
Total revenues - products and services  $303,935   $396,707   $684,703   $805,667 
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:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Period-end MYR : US$1 exchange rate   4.67    4.41 
Period-end HKD : US$1 exchange rate   7.84    7.80 

 

   2023   2022   2023   2022 
  

For the three months ended

June 30,

  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
Period-average MYR : US$1 exchange rate   4.58    4.37    4.48    4.28 
Period-average HKD : US$1 exchange rate   7.84    7.85    7.84    7.83 
v3.23.2
VARIABLE INTEREST ENTITY (“VIE”) (Tables)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF VARIABLE INTEREST ENTITY

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

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets  $2,817   $3,350 
Current liabilities   (41,057)   (43,512)
Net deficit  $(38,240)  $(40,162)

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
Current assets:          
Cash  $1,146   $1,609 
Prepaid taxes   1,643    1,741 
Prepayment and deposits   28    - 
Total current assets  $2,817   $3,350 
           
Current liabilities:          
Accounts payable – intercompany  $40,029   $42,422 
Other payables and accrued liabilities   1,028    1,090 
Total current liabilities  $41,057   $43,512 
Net deficit  $(38,240)  $(40,162)

 

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

 

   2023   2022   2023   2022 
   For the three months ended
June 30,
  

For the six months ended

June 30,

 
   2023   2022   2023   2022 
                 
Operating revenues  $-   $-   $-   $- 
Gross profit  $-   $-   $-   $- 
Profit (Loss) from operations  $(81)  $1,723   $(359)  $(3,219)
Net loss  $(81)  $1,723   $(359)  $(3,219)
v3.23.2
ACCOUNTS RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLES - RELATED PARTY

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
         
Accounts receivable  $5,303   $2,826 
Allowance for doubtful accounts   -    - 
Total accounts receivable  $5,303   $2,826 
v3.23.2
INVENTORIES (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

Inventories consist of the following:

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Finished goods  $66,056   $46,277 
v3.23.2
PREPAYMENTS AND DEPOSITS (Tables)
6 Months Ended
Jun. 30, 2023
Prepayments And Deposits  
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Receivables from sales distributors  $28,219   $43,596 
Deposits to suppliers   94,719    147,504 
Subtotal   122,938    191,100 
Less: Allowance for doubtful accounts   -    - 
Total  $122,938   $191,100 
SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS

Movements of allowance for doubtful accounts are as follows:

 

   For the
six months ended
June 30, 2023
   For the
year ended
December 31, 2022
 
         
Beginning balance  $-   $121,095 
Addition   -    - 
Write off   -    (120,372)
Exchange rate effect        -    (723)
Ending balance  $-   $- 
v3.23.2
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer and office equipment  $88,641   $87,428 
Furniture & fixtures   109,342    115,789 
Leasehold improvements   181,136    191,965 
Vehicle   88,259    93,535 
Subtotal   467,378    488,717 
Less: accumulated depreciation   (361,704)   (346,568)
Total  $105,674   $142,149 
v3.23.2
INTANGIBLE ASSETS, NET (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

 

   June 30, 2023   December 31, 2022 
   As of 
   June 30, 2023   December 31, 2022 
           
Computer software  $52,225   $55,348 
Less: accumulated amortization   (32,497)   (31,304)
Total  $19,728   $24,044 
v3.23.2
INVESTMENT IN MARKETABLE SECURITIES (Tables)
6 Months Ended
Jun. 30, 2023
Investment In Marketable Securities  
SCHEDULE OF INVESTMENT IN MARKETABLE SECURITIES

         
   As of 
   June 30, 2023  

December 31, 2022

 
Cost of investment  $16,687   $89,001 
Transfer from non-marketable security   -    1,500 
Dividend income from Greenpro Capital Corp.   -    - 
Unrealized holding gain (loss)   8,710    (73,519)
Exchange rate effect   (66)   (295)
Investment in marketable securities  $25,331   $16,687 
v3.23.2
INVESTMENT IN NON-MARKETABLE SECURITIES (Tables)
6 Months Ended
Jun. 30, 2023
Investment In Non-marketable Securities  
SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES

 

         
   As of 
Phoenix Plus Corporation  June 30, 2023  

December 31, 2022

 
Cost of investment  $-   $1,500 
Less: Transfer to investment in marketable securities   -    (1,500)
Investment in non-marketable securities  $-   $- 
v3.23.2
CUSTOMER DEPOSITS (Tables)
6 Months Ended
Jun. 30, 2023
Customer Deposits  
SCHEDULE OF CUSTOMER DEPOSITS

         
   As of 
   June 30, 2023   December 31, 2022 
           
Customer deposits  $265,300   $289,487 
Unexpired product coupons   46,889    73,531 
Total  $312,189   $363,018 
v3.23.2
OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

         
   As of 
   June 30, 2023   December 31, 2022 
           
Professional fees  $140,672   $324,629 
Promotion expenses   38,583    38,583 
Payroll   17,944    21,164 
Amounts held in eWallets (a)   195,000    216,049 
Tax penalty   75,000    75,000 
Others   8,468    37,852 
Total  $475,667   $713,277 

 

(a)The Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70). Commission payment exceeding the RM100 threshold shall only be credited into the member’s or distributor’s eWallet upon request. The eWallet functionality allows the members to place new product orders utilizing eWallet available balance and/or request commission payout via multiple payment methods provided that each of the withdrawal amount exceeds RM100. Amounts held in eWallets are reflected on the balance sheet as a current liability.
v3.23.2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF RELATED PARTIES

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Prepayment of IT expenses  $1,178   $1,273 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Deposits for products purchases   -    9,261 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Expenses paid for DSYWLC   239    - 
                 
Total        $1,417   $10,534 

 

Accounts payable – related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
                 
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $19,601   $25,387 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   4    224 
Total        $19,605   $25,611 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party balances

 

Other payable - related parties

 

        As of 
Name of Related Party  Relationship  Nature  June 30, 2023   December 31, 2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $391   $2,149 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   316    2,147 
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense   323    584 
Total        $1,030   $4,880 

 

Related party transactions

 

Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $55,614   $63,142 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   212    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $55,826   $63,664 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchases of products for the provision of complementary health therapies  $116,269   $74,909 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchases of beauty products   17,761    395 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchases of products for the provision of complementary health therapies   -    127 
Total        $134,030   $75,431 

 

Other Purchases

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $1,291   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   1,151    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   212    - 
Total        $2,654   $69 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other purchases

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
CTA Nutriceuticals (Asia) Sdn Bhd (“CTA”)  The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  Purchase of products for general use  $2,233   $- 
SY Welltech Sdn Bhd (“Welltech”) (formerly known as DSY Beauty Sdn Bhd)  The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  Purchase of products for general use   3,407    69 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Purchase of products for general use   280    - 
Total        $5,920   $69 

 

Commission

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $1,626   $2,443 
Total        $1,626   $2,443 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Commission

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Mr. How Kok Choong  Mr. How Kok Choong, the CEO and director of the Company  Commission expense  $3,538   $5,148 
Total        $3,538   $5,148 

 

Other Income

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $670   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   2,010    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $2,747   $- 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
Ando Design Sdn Bhd (“Ando”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  Rental income  $1,340   $- 
Redboy Picture Sdn Bhd (“Redboy”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  Rental income   4,021    - 
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  Rental income   67    - 
Total        $5,428   $- 

 

 

AGAPE ATP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

15. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

 

Related party transactions

 

Other expenses

 

        For the three months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $13,647   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   8,254    5,602 
Total        $21,901   $5,602 

 

        For the six months ended June 30, 
Name of Related Party  Relationship  Nature  2023   2022 
               
TH3 Technology Sdn Bhd (“TH3”)  Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  IT support services fee  $27,718   $- 
DSY Wellness and Longevity Center Sdn Bhd (“DSYWLC”)  Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  Office rental expense   16,363    11,203 
Total        $44,081   $11,203 
v3.23.2
NON-CONTROLLING INTEREST (Tables)
6 Months Ended
Jun. 30, 2023
Noncontrolling Interest [Abstract]  
SCHEDULE OF NON CONTROLLING INTEREST

The Company’s non-controlling interest consists of the following:

         
   As of 
   June 30, 2023   December 31, 2022 
DSY Wellness:          
Paid-in capital  $97   $97 
Retained earnings   7,386    20,384 
Accumulated other comprehensive (loss) income   (590)   32 
Noncontrolling interest gross   6,893    20,513 
ASL   -    - 
Total  $6,893   $20,513 
v3.23.2
INCOME TAXES (Tables)
6 Months Ended
Jun. 30, 2023
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:

SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Tax jurisdictions from:                    
Local – United States  $(142,912)  $(187,379)  $(310,697)  $(293,804)
Foreign – Malaysia   (241,867)   (189,395)   (516,152)   (354,459)
Foreign – Hong Kong   2,891    (27,178)   6,670    (45,847)
                     
Loss before income tax  $(381,888)  $(403,952)  $(820,179)  $(694,110)
SCHEDULE OF PROVISION FOR INCOME TAX

The benefit of (provision for) income taxes consisted of the following:

                 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Current:                    
- Local  $-   $-   $-   $- 
- Foreign   -    (392)   -    (8,680)
                     
Deferred:                    
- Local   -    -    -    - 
- Foreign   2,439    -    6,655    - 
Benefit of (Provision for) income tax  $2,439   $(392)  $6,655   $(8,680)
SCHEDULE OF DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

         
   As of 
  

June 30, 2023

   December 31, 2022 
Deferred tax assets:          
Net operating loss carry forwards in U.S.  $350,216   $284,959 
Net operating loss carry forwards in Malaysia   507,709    408,226 
          
Less: valuation allowance   (851,545)   (693,185)
Deferred tax assets, net  $6,382   $- 
v3.23.2
COMMITMENTS AND CONTINGENCIES (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
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 
     
2024  $111,362 
2025   102,501 
2026   93,959 
Thereafter   - 
Total lease payments   307,822 
Less: interest   (22,834)
Present value of lease liabilities  $284,988 
v3.23.2
SCHEDULE OF SUBSIDIARIES AND ASSOCIATES (Details)
6 Months Ended
Jun. 30, 2023
Subsidiary Company [Member]  
Subsidiary company name Agape ATP Corporation
Place and date of incorporation Labuan, March 6, 2017
Particulars of issued capital 100 shares of ordinary share of US$1 each
Principal activities Investment holding
Proportional of ownership interest and voting power held 100.00%
Subsidiary Company One [Member]  
Subsidiary company name Agape ATP International Holding Limited
Place and date of incorporation Hong Kong, June 1, 2017
Particulars of issued capital 1,000,000 shares of ordinary share of HK$1 each
Principal activities Wholesaling of health and wellness products; and health solution advisory services
Proportional of ownership interest and voting power held 100.00%
Subsidiary Company Two [Member]  
Subsidiary company name Agape Superior Living Sdn. Bhd.
Place and date of incorporation Malaysia, August 8, 2003
Particulars of issued capital 9,590,598 shares of ordinary share of RM1 each
Principal activities Health and wellness products and health solution advisory services via network marketing
Proportional of ownership interest and voting power held 99.99%
Subsidiary Company Three [Member]  
Subsidiary company name Agape S.E.A. Sdn. Bhd.
Place and date of incorporation Malaysia, March 4, 2004
Particulars of issued capital 2 shares of ordinary share of RM1 each
Principal activities VIE of Agape Superior Living Sdn. Bhd.
Subsidiary Company Four [Member]  
Subsidiary company name Wellness ATP International Holdings Sdn, Bhd
Place and date of incorporation Malaysia, September 11, 2020
Particulars of issued capital 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
Proportional of ownership interest and voting power held 100.00%
Subsidiary Company Five [Member]  
Subsidiary company name DSY Wellness International Sdn Bhd.
Place and date of incorporation Malaysia, November 11, 2021
Particulars of issued capital 1,000 shares of ordinary share of RM1 each
Principal activities Provision of complementary health therapies
Proportional of ownership interest and voting power held 60.00%
v3.23.2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - shares
May 08, 2020
Jun. 30, 2023
Nov. 11, 2021
Share Exchange Agreement [Member] | Mr.How Kok Choong [Member]      
Stock issued during period acquisitions, shares 9,590,596    
Agape ATP International Holding Limited [Member]      
Ownership interest percentage   100.00%  
Agape Superior Living Sdn Bhd [Member]      
Ownership interest percentage 99.99%    
DSY Wellness International Sdn Bhd [Member]      
Ownership interest percentage     60.00%
v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Profit loss $ 379,449 $ 404,344 $ 813,524 $ 702,790  
Accumulated deficit 5,746,112   5,746,112   $ 4,945,586
Working capital $ 26,892   $ 26,892    
v3.23.2
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)
Jun. 30, 2023
Computer Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 5 years
Computer Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 7 years
Furniture and Fixtures [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 6 years
Furniture and Fixtures [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 7 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] Useful Life, Lease Term [Member]
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, estimated useful life 5 years
v3.23.2
SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS, NET (Details)
Jun. 30, 2023
Computer Software, Intangible Asset [Member]  
Finite-Lived Intangible Assets [Line Items]  
Estimated useful lives of intangible assets 5 years
v3.23.2
SCHEDULE OF DIS-AGGREGATED INFORMATION OF REVENUES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Product Information [Line Items]        
Total revenues - products and services $ 303,935 $ 396,707 $ 684,703 $ 805,667
Survivor Select [Member]        
Product Information [Line Items]        
Total revenues - products and services 13,941 28,210 22,753
Ionized Cal Mag [Member]        
Product Information [Line Items]        
Total revenues - products and services 37,221 14,278 84,802 62,368
Omega Blend [Member]        
Product Information [Line Items]        
Total revenues - products and services 42,747 22,471 179,177
Beta Maxx [Member]        
Product Information [Line Items]        
Total revenues - products and services 23,564 21,206 47,637
Iron [Member]        
Product Information [Line Items]        
Total revenues - products and services 9,929 3,118 21,617 7,186
Young Formula [Member]        
Product Information [Line Items]        
Total revenues - products and services 1,075 34,269
ATPR MITO Plus [Member]        
Product Information [Line Items]        
Total revenues - products and services 76,605 187,926
Hyaluronic Acid Serum [Member]        
Product Information [Line Items]        
Total revenues - products and services 1,698 3,006
Mousse Facial Cleanser [Member]        
Product Information [Line Items]        
Total revenues - products and services 4,355 7,394
Trim Plus [Member]        
Product Information [Line Items]        
Total revenues - products and services 3,702 2,765 9,587 6,236
LIVO5 [Member]        
Product Information [Line Items]        
Total revenues - products and services 21,812 21,812
Product Health Therapies [Member]        
Product Information [Line Items]        
Total revenues - products and services 154,411 182,101 330,968 216,188
Others [Member]        
Product Information [Line Items]        
Total revenues - products and services 17,998 388 19,816 388
Product [Member]        
Product Information [Line Items]        
Total revenues - products and services 245,073 366,635 560,489 774,528
Health and Wellness Services [Member]        
Product Information [Line Items]        
Total revenues - products and services $ 58,862 $ 30,072 $ 124,214 $ 31,139
v3.23.2
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Period End MYR [Member]          
Debt Instrument [Line Items]          
Foreign currency exchange rate, translation 4.67   4.67   4.41
Period End H K D [Member]          
Debt Instrument [Line Items]          
Foreign currency exchange rate, translation 7.84   7.84   7.80
Period Average MYR [Member]          
Debt Instrument [Line Items]          
Foreign currency exchange rate period average 4.58 4.37 4.48 4.28  
Period Average HKD [Member]          
Debt Instrument [Line Items]          
Foreign currency exchange rate period average 7.84 7.85 7.84 7.83  
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2022
USD ($)
shares
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2023
MYR (RM)
shares
Jun. 30, 2022
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Product Information [Line Items]            
Accounts receivable, allowance for credit loss      
Wrote-off allowance for doubtful accounts       120,372
Allowance for doubtful accounts 0   0     0
Impairment of long-lived assets     0     $ 0
Value of coupons 6,422 $ 4,824 28,872   5,777  
Cost of revenue 107,931 109,383 236,289   182,814  
Revenues 303,935 396,707 684,703   805,667  
Selling expenses 64,126 79,587 140,224   194,198  
Advertising costs 0 4,765 0   4,765  
Commission expenses 21,942 62,557 55,884   176,666  
Defined contribution plan expense 35,759 35,936 $ 79,472   63,408  
Income tax description     greater than 50% greater than 50%    
Income tax examination, penalties and interest expense $ 0 $ 0 $ 0   $ 0  
Noncontrolling interest, description     Non-controlling interest consists of 40% of the equity interests of DSY Wellness held by an individual and 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 consists of 40% of the equity interests of DSY Wellness held by an individual and approximately 0.01% (2 ordinary shares out of 9,590,598 shares) of the equity interests of ASL held by two individuals    
Potentially dilutive securities outstanding | shares 0 0 0 0 0 0
Social Security Organization [Member]            
Product Information [Line Items]            
Salary percentage     1.75% 1.75%    
Monthly salary | RM       RM 5,000    
Employees Provident Fund [Member] | Minimum [Member]            
Product Information [Line Items]            
Salary percentage     13.00% 13.00%    
Monthly salary | RM       RM 5,000    
Employees Provident Fund [Member] | Maximum [Member]            
Product Information [Line Items]            
Salary percentage     12.00% 12.00%    
Monthly salary | RM       RM 5,001    
Employment Insurance System [Member]            
Product Information [Line Items]            
Salary percentage     0.20% 0.20%    
Monthly salary | RM       RM 5,000    
Human Resource Development Fund [Member]            
Product Information [Line Items]            
Salary percentage     1.00% 1.00%    
Health and Wellness Services [Member]            
Product Information [Line Items]            
Cost of revenue     $ 7,790      
Revenues $ 58,862 $ 30,072 124,214   $ 31,139  
Shipping and Handling [Member]            
Product Information [Line Items]            
Selling expenses $ 1,131 $ 4,272 $ 2,656   $ 7,179  
v3.23.2
SCHEDULE OF VARIABLE INTEREST ENTITY (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Trading Activity, Gains and Losses, Net [Line Items]          
Total current assets $ 941,436   $ 941,436   $ 2,028,534
Current liabilities (968,329)   (968,329)   (1,229,295)
Net deficit 743,761   743,761   1,541,941
Cash 653,754   653,754   1,438,430
Prepaid taxes 91,968   91,968   339,367
Prepayment and deposits 122,938   122,938   191,100
Other payables and accrued liabilities 475,667   475,667   713,277
Total current liabilities 968,329   968,329   1,229,295
Operating revenues 303,935 $ 396,707 684,703 $ 805,667  
Gross profit 196,004 287,324 448,414 622,853  
Profit (Loss) from operations (359,533) (306,183) (813,417) (578,415)  
Net loss (374,686) (414,900) (800,526) (713,997)  
Variable Income Interest Rate [Member]          
Trading Activity, Gains and Losses, Net [Line Items]          
Total current assets 2,817   2,817   3,350
Current liabilities (41,057)   (41,057)   (43,512)
Net deficit (38,240)   (38,240)   (40,162)
Cash 1,146   1,146   1,609
Prepaid taxes 1,643   1,643   1,741
Prepayment and deposits 28   28  
Accounts payable – intercompany 40,029   40,029   42,422
Other payables and accrued liabilities 1,028   1,028   1,090
Total current liabilities 41,057   41,057   $ 43,512
Operating revenues  
Gross profit  
Profit (Loss) from operations (81) 1,723 (359) (3,219)  
Net loss $ (81) $ 1,723 $ (359) $ (3,219)  
v3.23.2
VARIABLE INTEREST ENTITY (“VIE”) (Details Narrative)
Jun. 30, 2023
Agape SEA Sdn Bhd [Member]  
Ownership interest percentage 100.00%
v3.23.2
CASH AND CASH EQUIVALENTS (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Cash and cash equivalents $ 653,754 $ 1,438,430  
Cash in bank 332,431 523,619  
Time deposits 321,323 914,811  
Time deposit uninsured $ 397,809 $ 231,187  
Minimum [Member]      
Percentage of Interest rate for time deposits 1.22%   1.10%
Maximum [Member]      
Percentage of Interest rate for time deposits 1.88%   1.17%
v3.23.2
SCHEDULE OF ACCOUNTS RECEIVABLES - RELATED PARTY (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Receivables [Abstract]    
Accounts receivable $ 5,303 $ 2,826
Allowance for doubtful accounts
Total accounts receivable $ 5,303 $ 2,826
v3.23.2
SCHEDULE OF INVENTORIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Finished goods $ 66,056 $ 46,277
v3.23.2
INVENTORIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Inventory Disclosure [Abstract]        
Inventory write-down $ 0 $ 0 $ 0 $ 0
v3.23.2
SCHEDULE OF PREPAID EXPENSES AND DEPOSITS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Prepayments And Deposits    
Receivables from sales distributors $ 28,219 $ 43,596
Deposits to suppliers 94,719 147,504
Subtotal 122,938 191,100
Less: Allowance for doubtful accounts
Total $ 122,938 $ 191,100
v3.23.2
SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Prepayments And Deposits      
Beginning balance $ 121,095 $ 121,095
Addition  
Write off (120,372)
Exchange rate effect   (723)
Ending balance  
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Subtotal $ 467,378 $ 488,717
Less: accumulated depreciation (361,704) (346,568)
Total 105,674 142,149
Computer And Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal 88,641 87,428
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal 109,342 115,789
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal 181,136 191,965
Vehicle [Member]    
Property, Plant and Equipment [Line Items]    
Subtotal $ 88,259 $ 93,535
v3.23.2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation $ 18,124 $ 17,954 $ 36,177 $ 36,661
v3.23.2
SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Computer software $ 52,225 $ 55,348
Less: accumulated amortization (32,497) (31,304)
Total $ 19,728 $ 24,044
v3.23.2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 1,506 $ 439 $ 3,087 $ 897
v3.23.2
SCHEDULE OF INVESTMENT IN MARKETABLE SECURITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Investment In Marketable Securities    
Cost of investment $ 16,687 $ 89,001
Transfer from non-marketable security 1,500
Dividend income from Greenpro Capital Corp.
Unrealized holding gain (loss) 8,710 (73,519)
Exchange rate effect (66) (295)
Investment in marketable securities $ 25,331 $ 16,687
v3.23.2
INVESTMENT IN MARKETABLE SECURITIES (Details Narrative) - USD ($)
14 Months Ended
Jul. 19, 2022
Jul. 13, 2023
Jun. 30, 2023
Dec. 31, 2022
Jul. 28, 2022
Sep. 27, 2021
Dec. 09, 2020
Nov. 03, 2020
Apr. 03, 2019
Oct. 16, 2018
Jul. 30, 2018
May 17, 2018
Investment amount     $ 16,687 $ 89,001                
Stockholders equity reverse stock split the company’s common stock at the ratio of 10-for-1 effective July 28, 2022. Under the reverse stock split, each 10 pre-split share of common stock outstanding will automatically combine into 1 new share of common stock of the company. As at July 28, 2022, the Company has an investment of 116,646 common stock of Greenpro Capital Corp. The Company’s investment of 116,646 common stock of Greenpro Capital Corp. was reduced to 11,665 subsequent to the reverse stock split                      
Common Stock [Member] | Subsequent Event [Member]                        
Stock issued during period shares new issues   200                    
Phoenix Plus Corporation [Member]                        
Investment amount                 $ 1,500      
Shares issued price per share                 $ 0.0001      
Equity interest percentage                 5.00%      
Phoenix Plus Corporation [Member] | Common Stock [Member]                        
Shares purchased during period                 15,000,000      
Greenpro Capital Corp. [Member]                        
Shares purchased during period 11,665       116,646         33,333 20 83,333
Investment amount                   $ 1,000 $ 125 $ 500,000
Shares issued price per share                   $ 0.03 $ 6.2613 $ 6
DSwiss Inc. [Member]                        
Shares purchased during period             16,663 6,667        
Investment amount             $ 83,315 $ 76,671        
Shares issued price per share             $ 5 $ 11.50        
SEATech Ventures Corp. [Member]                        
Shares purchased during period           11,665            
Investment amount           $ 18,874            
Shares issued price per share           $ 1.62            
v3.23.2
SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Cost of investment $ 16,687 $ 89,001
Phoenix Plus Corporation [Member]    
Cost of investment 1,500
Less: Transfer to investment in marketable securities (1,500)
Investment in non-marketable securities
v3.23.2
INVESTMENT IN NON-MARKETABLE SECURITIES (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Apr. 03, 2019
Investment amount $ 16,687 $ 89,001  
Phoenix Plus Corporation [Member]      
Equity interest percentage     5.00%
Investment amount     $ 1,500
Shares issued price per share     $ 0.0001
Phoenix Plus Corporation [Member] | Common Stock [Member]      
Shares purchased during period     15,000,000
v3.23.2
SCHEDULE OF CUSTOMER DEPOSITS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Customer Deposits    
Customer deposits $ 265,300 $ 289,487
Unexpired product coupons 46,889 73,531
Total $ 312,189 $ 363,018
v3.23.2
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES (Details)
6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
MYR (RM)
Dec. 31, 2022
USD ($)
Professional fees $ 140,672   $ 324,629
Promotion expenses 38,583   38,583
Payroll 17,944   21,164
Amounts held in eWallets (a) [1] 195,000   216,049
Tax penalty 75,000   75,000
Others 8,468   37,852
Total $ 475,667   $ 713,277
Commission payments descriptions The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70)    
Commission payable, threshold | RM   RM 100  
Maximum [Member]      
Commission payable, threshold | RM   RM 100  
[1] The Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM100 (or $22.70). Commission payment exceeding the RM100 threshold shall only be credited into the member’s or distributor’s eWallet upon request. The eWallet functionality allows the members to place new product orders utilizing eWallet available balance and/or request commission payout via multiple payment methods provided that each of the withdrawal amount exceeds RM100. Amounts held in eWallets are reflected on the balance sheet as a current liability.
v3.23.2
SCHEDULE OF RELATED PARTIES (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]          
Purchases $ 55,826 $ 63,664 $ 134,030 $ 75,431  
Purchases 2,654 69 5,920 69  
Commission expense 21,942 62,557 55,884 176,666  
Office rental expense 2,747 5,428  
Other expenses $ 21,901 $ 5,602 $ 44,081 11,203  
TH3 Technology Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3   Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3
Nature Rental income Rental income Prepayment of IT expenses   Prepayment of IT expenses
Due from related parties $ 1,178   $ 1,178   $ 1,273
Office rental expense 67      
DSY Beauty Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship     The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd   The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd
Nature     Deposits for products purchases   Deposits for products purchases
Due from related parties     $ 9,261
DSY Wellness and Longevity Center Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship     Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC   Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC
Nature     Expenses paid for DSYWLC   Expenses paid for DSYWLC
Due from related parties 239   $ 239  
Related Party [Member]          
Related Party Transaction [Line Items]          
Due from related parties 1,417   1,417   10,534
Accounts payable, related parties, current 19,605   19,605   25,611
Due to related parties 1,030   $ 1,030   $ 4,880
CTA Nutriceuticals Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship     The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd   The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd
Nature     Purchases of products for the provision of complementary health therapies   Purchases of products for the provision of complementary health therapies
Accounts payable, related parties, current 19,601   $ 19,601   $ 25,387
DSY Beauty Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship     The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd   The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd
Nature     Purchases of beauty products   Purchases of beauty products
Accounts payable, related parties, current 4   $ 4   $ 224
CTA Nutriceuticals Asia Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship     The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd   The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd
Nature     Purchase of products for general use   Purchase of products for general use
Due to related parties 391   $ 391   $ 2,149
DSY Beauty Sdn Bhd Two [Member]          
Related Party Transaction [Line Items]          
Relationship     The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd   The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd
Nature     Purchase of products for general use   Purchase of products for general use
Due to related parties 316   $ 316   $ 2,147
How Kok Choong [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     Commission expense   Commission expense
Due to related parties 323   $ 323   $ 584
How Kok Choong [Member] | Chief Executive Officer [Member]          
Related Party Transaction [Line Items]          
Commission expense $ 1,626 $ 2,443 $ 3,538 $ 5,148  
CTA Nutriceuticals Sdn Bhd One [Member]          
Related Party Transaction [Line Items]          
Relationship The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  
Nature Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies  
Purchases $ 55,614 $ 63,142 $ 116,269 $ 74,909  
DSY Beauty Sdn Bhd Three [Member]          
Related Party Transaction [Line Items]          
Relationship The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  
Nature Purchases of beauty products Purchases of beauty products Purchases of beauty products Purchases of beauty products  
Purchases $ 212 $ 395 $ 17,761 $ 395  
D S Y Wellnessand Longevity Center Sdn Bhd Two [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  
Nature Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies Purchases of products for the provision of complementary health therapies  
Purchases $ 127 $ 127  
Other expenses $ 8,254        
CTA Nutriceuticals Asia Sdn Bhd One [Member]          
Related Party Transaction [Line Items]          
Relationship The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd  
Nature Purchase of products for general use Purchase of products for general use Purchase of products for general use Purchase of products for general use  
Purchases $ 1,291 $ 2,233  
DSY Beauty Sdn Bhd Four [Member]          
Related Party Transaction [Line Items]          
Relationship The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd  
Nature Purchase of products for general use Purchase of products for general use Purchase of products for general use Purchase of products for general use  
Purchases $ 1,151 $ 69 $ 3,407 $ 69  
DSY Beauty Sdn Bhd Five [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  
Nature Purchase of products for general use Purchase of products for general use Purchase of products for general use Purchase of products for general use  
Purchases $ 212 $ 280  
How Kok Choong 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 Mr. How Kok Choong, the CEO and director of the Company Mr. How Kok Choong, the CEO and director of the Company  
Nature Commission expense Commission expense Commission expense Commission expense  
Commission expense $ 1,626 $ 2,443 $ 3,538 $ 5,148  
Ando Design Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando  
Nature Rental income Rental income Rental income Rental income  
Office rental expense $ 670 $ 1,340  
Redboy Picture Sdn Bhd [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy  
Nature Rental income Rental income Rental income Rental income  
Office rental expense $ 2,010 $ 4,021  
TH3 Technology Sdn Bhd Th3 [Member]          
Related Party Transaction [Line Items]          
Relationship     Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  
Nature     Rental income Rental income  
Office rental expense     $ 67  
TH3 Technology Sdn Bhd Two [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3  
Nature IT support services fee IT support services fee IT support services fee IT support services fee  
Other expenses $ 13,647 $ 27,718  
DSYWellness And Longevity Center SdnBhdDsywlc Two [Member]          
Related Party Transaction [Line Items]          
Relationship Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC  
Nature Office rental expense Office rental expense Office rental expense    
Other expenses   $ 5,602 $ 16,363 $ 11,203  
DSYWellnessa And Longev [Member]          
Related Party Transaction [Line Items]          
Nature       Office rental expense  
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative) - shares
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Preferred stock, shares authorized 200,000,000   200,000,000   200,000,000
Preferred stock, shares issued 0   0   0
Preferred stock, shares outstanding 0   0   0
Common stock, shares authorized 1,000,000,000   1,000,000,000   1,000,000,000
Common stock, shares issued 75,452,012   75,452,012   75,452,012
Common stock, shares outstanding 75,452,012   75,452,012   75,452,012
Potentially dilutive securities outstanding 0 0 0 0 0
Share Forfeiture Agreements [Member] | How Kok Choong [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Number of shares forfeited     215,008,035    
Reduction in outstanding shares     215,008,035    
v3.23.2
SCHEDULE OF NON CONTROLLING INTEREST (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Noncontrolling Interest [Abstract]    
Paid-in capital $ 97 $ 97
Retained earnings 7,386 20,384
Accumulated other comprehensive (loss) income (590) 32
Noncontrolling interest gross 6,893 20,513
ASL
Total $ 6,893 $ 20,513
v3.23.2
SCHEDULE OF COMPONENTS OF INCOME/(LOSS) BEFORE INCOME TAX (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Local – United States $ (142,912) $ (187,379) $ (310,697) $ (293,804)
Loss before income tax (381,888) (403,952) (820,179) (694,110)
MALAYSIA        
Foreign, Tax Jurisdictions (241,867) (189,395) (516,152) (354,459)
HONG KONG        
Foreign, Tax Jurisdictions $ 2,891 $ (27,178) $ 6,670 $ (45,847)
v3.23.2
SCHEDULE OF PROVISION FOR INCOME TAX (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Current:        
- Local
- Foreign (392) (8,680)
Deferred:        
- Local
- Foreign 2,439 6,655
Benefit of (Provision for) income tax $ 2,439 $ (392) $ 6,655 $ (8,680)
v3.23.2
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Less: valuation allowance $ (851,545) $ (693,185)
Deferred tax assets, net 6,382
UNITED STATES    
Net operating Loss carry forward 350,216 284,959
Less: valuation allowance (350,000) (285,000)
MALAYSIA    
Net operating Loss carry forward 507,709 408,226
Less: valuation allowance $ (501,000) $ (408,000)
v3.23.2
INCOME TAXES (Details Narrative)
6 Months Ended
Jun. 30, 2023
MYR (RM)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2023
MYR (RM)
Dec. 31, 2022
USD ($)
Operating Loss Carryforwards [Line Items]          
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        
Deferred tax valuation allowance     $ 851,545   $ 693,185
2030 [Member]          
Operating Loss Carryforwards [Line Items]          
Operating loss carryforwards     35,000    
Two Thousand Thirty One [Member]          
Operating Loss Carryforwards [Line Items]          
Operating loss carryforwards     778,000    
Two Thousand Thirty Two [Member]          
Operating Loss Carryforwards [Line Items]          
Operating loss carryforwards     858,000    
Two Thousand Thirty Three [Member]          
Operating Loss Carryforwards [Line Items]          
Operating loss carryforwards     478,000    
UNITED STATES          
Operating Loss Carryforwards [Line Items]          
Operating loss carryforwards     1,668,000   1,357,000
Deferred tax valuation allowance     350,000   285,000
MALAYSIA          
Operating Loss Carryforwards [Line Items]          
Tax percentage 17.00%        
Operating loss carryforwards     2,149,000   1,723,000
Deferred tax valuation allowance     $ 501,000   $ 408,000
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, 2023 and 2022, with the remaining balance being taxed at the 24% rate        
Paid in capital | RM       RM 2,500,000  
Additional paid in capital stock split RM 600,000 $ 150,000      
HONG KONG          
Operating Loss Carryforwards [Line Items]          
Tax percentage 16.50%        
State and Local Jurisdiction [Member]          
Operating Loss Carryforwards [Line Items]          
Tax percentage 21.00%        
Foreign Tax Authority [Member]          
Operating Loss Carryforwards [Line Items]          
Tax percentage 35.00%        
v3.23.2
CONCENTRATIONS OF RISKS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Concentration Risk [Line Items]          
Deposits $ 630,285   $ 630,285   $ 1,427,963
Time deposit uninsured $ 397,809   $ 397,809   $ 231,187
No Customer [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage 10.00% 10.00%   10.00%  
Two Individual Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     19.90%    
Five Individual Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     18.70%   72.00%
Vendor One [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage 43.10% 70.00%      
Vendor One [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     47.20% 46.00% 46.60%
Vendor Two [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage 27.50% 17.00%      
Vendor Two [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     26.50% 43.00% 25.80%
Vendor Three [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage 26.00% 11.00%      
Vendor Three [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     13.60%   23.90%
Vendor Accounted Approximately One [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     62.30%    
Vendor Accounted Approximately Two [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     27.80%    
Vendor [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage     27.80%   46.60%
One Sales Distributor [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member]          
Concentration Risk [Line Items]          
Concentrations of risk percentage 10.00%   10.00% 10.00%  
v3.23.2
SCHEDULE OF LEASE COMMITMENTS (Details) - USD ($)
Jun. 30, 2023
Nov. 01, 2021
Apr. 01, 2020
Commitments and Contingencies Disclosure [Abstract]      
2024 $ 111,362    
2025 102,501    
2026 93,959    
Thereafter    
Total lease payments 307,822    
Less: interest (22,834)    
Present value of lease liabilities $ 284,988 $ 10,864 $ 490,000
v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
May 31, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 01, 2023
Dec. 31, 2022
Nov. 01, 2021
Oct. 01, 2021
Apr. 01, 2020
Property, Plant and Equipment [Line Items]                    
Operating lease liability   $ 284,988   $ 284,988       $ 10,864   $ 490,000
Reduction in ROU assets and liabilities $ 3,250         $ 283,220        
Operating lease effective interest rate 5.50%         5.50%   5.50% 5.50%  
Operating lease term                 2 years  
Operating right-of-use assets   284,670   284,670     $ 81,133 $ 10,864 $ 9,777  
Operating Lease, Right-of-Use Asset   $ 38,683 $ 36,162 $ 78,333 $ 75,241          
Operating lease, weighted average remaining lease term   2 years 9 months 21 days   2 years 9 months 21 days            
Operating lease payments       $ 16,020            
Operating lease, expense   $ 48,727 $ 54,237 $ 99,434 $ 98,312          
Training Center [Member]                    
Property, Plant and Equipment [Line Items]                    
Lease expiration term Aug. 31, 2023                  

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