As filed with the U.S. Securities and Exchange Commission on June 2, 2023. Registration No. 333-239951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGAPE ATP CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date o ...

Revenue and Profitability - Revenue for Q1 2023 was $380,767, with network marketing contributing $138,859 (36.5%) and complementary health therapies contributing $241,908 (63.5%)[192] - Revenue from network marketing decreased by $235,169 (62.9%) compared to Q1 2022, while revenue from complementary health therapies increased by $206,976 (592.5%)[192] - Gross profit for Q1 2023 was $252,408, with a gross margin of 66.3%, down from 82.0% in Q1 2022 due to lower margins in network marketing[194] - Net loss for Q1 2023 was $434,075, an increase of $135,629 compared to Q1 2022[200] Operating Expenses and Administrative Costs - Operating expenses decreased by $38,513 (33.6%) in Q1 2023, primarily due to reduced promotional activities for existing products[195] - General and administrative expenses increased by $217,212 (57.3%) in Q1 2023, driven by expenses related to complementary health therapies and Nasdaq uplisting efforts[197] Financial Position and Liquidity - The company had working capital of $374,149 as of March 31, 2023, down from $799,239 at the end of 2022[204] - Accumulated deficit reached $5,371,426 as of March 31, 2023, up from $4,945,586 at the end of 2022[204] - Management expressed substantial doubt about the company's ability to continue as a going concern due to net losses, low working capital, and slow recovery in sales[205] Expansion Plans - The company plans to expand into Thailand, Indonesia, and Taiwan, focusing on e-commerce and potential office setups in these markets[203] Cash Flow Activities - Net cash used in operating activities for Q1 2023 was $272,555, a significant increase from $151,122 in Q1 2022, primarily due to a higher net loss of $434,075 compared to $298,446 in the previous year[209][210] - Net cash used in investing activities for Q1 2023 was $38,768, attributed to equipment purchases, with no investing activities recorded in Q1 2022[211] - Net cash used in financing activities for Q1 2023 was $6,961, related to deferred offering costs, with no financing activities in Q1 2022[212] Assets and Impairment - The company's operating right-of-use assets and property, plant, and equipment had carrying amounts of $41,593 and $160,480 as of March 31, 2023, with no impairment losses recognized[216] Revenue Recognition and Accounting Policies - Revenue recognition for health and wellness products is based on the transfer of control to customers, with revenues recorded net of estimated discounts and return allowances[221] - The company issues product coupons to members and distributors, which are recorded as a reduction in revenue upon issuance and reversed when used or forfeited after the validity period[222] - The company's Wellness program includes health screening tests and health camp programs, with revenues recognized upon completion of these services[224] - The company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326), effective January 1, 2023, which introduced the current expected credit loss (CECL) methodology[226] Risk Management - The company's exposure to foreign exchange risk is limited, as most revenues and expenses are denominated in Malaysian Ringgit, U.S. dollar, and Hong Kong Dollar, with no hedging activities in place[229] - Credit risk is primarily associated with accounts receivable, mitigated by the company's credit evaluation process and short collection terms, with no collateral generally required from customers[230]

As filed with the U.S. Securities and Exchange Commission on May 3, 2023. Registration No. 333-239951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGAPE ATP CORPORATION (Exact name of registrant as specified in its charter) Nevada 8000 36-4838886 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.) 1 ...

As filed with the U.S. Securities and Exchange Commission on April 14, 2023. Registration No. 333-239951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGAPE ATP CORPORATION (Exact name of registrant as specified in its charter) Nevada 8000 36-4838886 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No. ...

Revenue and Growth - For the year ended December 31, 2022, the company generated revenue of $1,856,564, a significant increase of approximately 82.6% compared to $1,016,962 in 2021, primarily due to recovery from COVID-19 and expansion in complementary health therapies [205]. - Revenue from the network marketing business was $1,141,307, accounting for approximately 61.5% of total revenue, while revenue from complementary health therapies was $715,257, representing approximately 38.5% [205]. - Management projects that the company's revenue will revert to pre-pandemic levels, generating sufficient cash to cover operating expenses [220]. Costs and Expenses - The cost of revenue for 2022 was $666,042, reflecting a 124.0% increase from $297,333 in 2021, in line with the revenue growth [207]. - Gross profit for 2022 was $1,190,522, with a gross margin of approximately 64.1%, down from 70.8% in 2021, attributed to lower margins in complementary health therapies [208]. - Commission expenses increased by approximately 28.2% to $405,351 in 2022, compared to $316,267 in 2021, aligning with revenue growth [211]. - General and administrative expenses rose by approximately 12.1% to $1,957,023 in 2022, up from $1,745,734 in 2021, mainly due to costs associated with complementary health therapies [211]. Net Loss and Financial Position - The company recorded a net loss of $1,666,079 for the year ended December 31, 2022, a decrease of approximately 34.0% from a net loss of $2,524,680 in 2021 [216]. - As of December 31, 2022, the company had working capital of $799,239, a decrease from $2,599,281 in 2021, with cash and cash equivalents of $523,619 [220]. - The total net change in cash and cash equivalents for 2022 was $(1,159,418), compared to $(919,752) in 2021, indicating a worsening liquidity position [222]. Cash Flow Activities - Net cash used in operating activities for 2022 was $811,683, a decrease from $845,842 in 2021, primarily due to a net loss of $1,666,079 [223]. - The company incurred a net cash used in investing activities of $32,119 in 2022, significantly higher than $3,959 in 2021, entirely for the purchase of equipment and intangible assets [225]. - Net cash used in financing activities for 2022 was $234,466, compared to $19,061 in 2021, primarily for the payment of deferred offering costs [226]. Inventory and Assets - The company recognized inventory write-downs of $5,307 in 2022, a decrease from $36,241 in 2021, reflecting improved inventory management [231]. - The carrying amounts of operating right-of-use assets and property, plant, and equipment as of December 31, 2022, were $81,133 and $142,149, respectively [233]. Liquidity and Credit Risk - The company does not have any credit facilities or access to bank credit, indicating potential liquidity constraints [227]. - The company has no significant off-balance sheet arrangements that could materially affect its financial condition as of December 31, 2022 [228]. - The company evaluates the need for an allowance for doubtful accounts based on credit risk factors and historical trends, mitigating credit risk in trade receivables [248]. Market Expansion - The company plans to expand into Asian markets, focusing on Thailand, Indonesia, and Taiwan, leveraging e-commerce for growth [219]. Foreign Exchange and Risk Management - The company operates primarily in Malaysian Ringgit, with no significant direct foreign exchange risk identified [247].

PART I [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=ITEM%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Presents Agape ATP Corporation's unaudited consolidated financial statements for Q3 2022, covering balance sheets, operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased from $4.72 million to $3.10 million, primarily due to reduced cash, reflecting declines in both liabilities and equity Condensed Consolidated Balance Sheet Highlights (As of Sep 30, 2022 vs. Dec 31, 2021) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$3,095,006** | **$4,724,535** | | Cash and cash equivalents | $1,584,869 | $2,597,848 | | **Total Liabilities** | **$850,429** | **$1,411,899** | | **Total Equity** | **$2,244,577** | **$3,312,636** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenue increased to $1.47 million for the nine months ended September 30, 2022, with net loss improving to $943,007 from $1.55 million Statement of Operations Summary (Nine Months Ended Sep 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Revenue** | **$1,469,556** | **$806,850** | | Gross Profit | $1,128,997 | $656,973 | | Loss from Operations | ($771,723) | ($1,116,503) | | **Net Loss** | **($943,007)** | **($1,547,140)** | | Loss Per Share (Basic & Diluted) | ($0.01) | $0.00 | Statement of Operations Summary (Three Months Ended Sep 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Revenue** | **$663,889** | **$201,284** | | Gross Profit | $506,144 | $164,621 | | Loss from Operations | ($193,308) | ($364,996) | | **Net Loss** | **($240,217)** | **($571,265)** | | Loss Per Share (Basic & Diluted) | $0.00 | $0.00 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Total stockholders' equity decreased from $3.31 million to $2.24 million, driven by net loss and foreign currency adjustments, alongside a significant share forfeiture - A share forfeiture agreement dated January 20, 2022, resulted in the forfeiture of **215,008,035 shares** of common stock by the CEO, Mr. How Kok Choong[17](index=17&type=chunk)[147](index=147&type=chunk) Changes in Stockholders' Equity (Nine Months Ended Sep 30, 2022) | Metric | Amount | | :--- | :--- | | Balance as of Dec 31, 2021 | $3,312,636 | | Net Loss | ($943,007) | | Foreign currency translation adjustment | ($51,603) | | **Balance as of Sep 30, 2022** | **$2,244,577** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to $737,456, contributing to a $1.01 million decrease in cash and an ending balance of $1.58 million Cash Flow Summary (Nine Months Ended Sep 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($737,456) | ($541,440) | | Net cash used in investing activities | ($5,777) | ($3,970) | | Net cash used in financing activities | ($184,466) | ($23,280) | | **Decrease in Cash and Cash Equivalents** | **($1,012,979)** | **($636,923)** | | Cash and Cash Equivalents, end of period | $1,584,869 | $2,880,677 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's organization, accounting policies, and financial accounts, including its health and wellness focus and VIE structure - The Company and its subsidiaries are principally engaged in the **Health and Wellness Industry**, supplying products for cell metabolism, detoxification, anti-aging, and overall health, primarily in Malaysia[23](index=23&type=chunk)[28](index=28&type=chunk) - The company's main product and service lines include the **ATP Zeta Health Program**, **ÉNERGÉTIQUE** (dermal solutions), and **BEAUNIQUE** (nutrigenomic solutions)[29](index=29&type=chunk)[30](index=30&type=chunk) - The financial statements are prepared in accordance with **U.S. GAAP** and consolidate the Company, its subsidiaries, and its **variable interest entity (VIE)**, Agape S.E.A. Sdn. Bhd. ("SEA")[34](index=34&type=chunk)[36](index=36&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=40&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial performance for the three and nine months ended September 30, 2022, analyzing key financial metrics, liquidity, and critical accounting policies [Results of Operation](index=41&type=section&id=Results%20of%20Operation) Revenue grew 82.1% to $1.47 million for the nine months ended September 30, 2022, driven by recovery and new business, with net loss decreasing to $0.95 million Financial Performance (Nine Months Ended Sep 30, 2022 vs 2021) | Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $1,469,556 | $806,850 | +82.1% | | Gross Profit | $1,128,997 | $656,973 | +71.9% | | Gross Margin | 76.8% | 81.4% | -4.6 p.p. | | Net Loss | ($954,711) | ($1,547,140) | -38.3% | - Revenue growth was primarily due to recovery from COVID-19 in Malaysia and the introduction of a **complementary health therapies business**, which contributed approximately **30% of total revenue**[208](index=208&type=chunk) - The decrease in gross margin was attributed to the **lower margin profile** of the new complementary health therapies business compared to the company's traditional network marketing business[210](index=210&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital decreased to $1.51 million as of September 30, 2022, with accumulated deficit growing to $4.21 million, though management expects sufficient cash from operations Liquidity Position | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Working Capital | $1,505,169 | $2,599,281 | | Cash & Time Deposits | $1,545,527 | $2,530,211 | | Accumulated Deficit | ($4,213,396) | ($3,258,687) | - The company's operations are primarily in Malaysia, which officially transitioned to an **endemic phase of COVID-19** on April 1, 2022, with minimal restrictions, aiding business recovery[220](index=220&type=chunk) - Net cash used in operating activities increased to **$737,456** for the first nine months of 2022, compared to $541,440 in the same period of 2021[227](index=227&type=chunk)[228](index=228&type=chunk) [Critical Accounting Estimates and Policies](index=47&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) Management outlines significant accounting estimates, such as allowances and asset impairment, and critical policies including revenue recognition and fair value measurement - Significant accounting estimates include allowances for doubtful accounts, inventory obsolescence, useful lives of assets, impairment assessments, and deferred tax assets[232](index=232&type=chunk) - The company recognizes revenue from the sale of health and wellness products at a point in time when control is transferred to the customer, and from wellness services when delivered or completed[248](index=248&type=chunk)[249](index=249&type=chunk) - For the nine months ended September 30, 2021, the company recognized an inventory write-down of **$36,636**; no write-down was recognized in the same period of 2022[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company identifies foreign exchange risk from multi-currency operations and credit risk from accounts receivable, mitigated by credit evaluation - The company is exposed to **foreign exchange risk** as most revenues are in Malaysian Ringgit, while the common stock is traded in U.S. dollars[254](index=254&type=chunk) - Credit risk from accounts receivable is considered mitigated through credit evaluation processes; the company does not generally require collateral from customers[255](index=255&type=chunk) [Controls and Procedures](index=52&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and procedures were ineffective due to material weaknesses, including insufficient personnel, lack of internal audit, and inadequate segregation of duties - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2022[256](index=256&type=chunk) - Several material weaknesses were identified, including: (i) insufficient personnel with U.S. GAAP experience, (ii) lack of an internal audit department, (iii) inadequate segregation of duties, and (iv) deficiencies in IT controls and vendor management[261](index=261&type=chunk) - Remediation efforts include engaging a **full-time CFO** with U.S. GAAP experience and plans to form an **internal audit function** within the next 12 months[263](index=263&type=chunk)[264](index=264&type=chunk) PART II [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not aware of any material, active, or pending legal proceedings against it - There are no material active or pending legal proceedings against the company[267](index=267&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported[267](index=267&type=chunk) [Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[267](index=267&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed include certifications by the principal executive officer and principal financial officer, as well as Inline XBRL data files[268](index=268&type=chunk)

Revenue Performance - Revenue for the three months ended June 30, 2022, was $396,707, an increase of $92,921 or approximately 30.6% compared to $303,786 for the same period in 2021, primarily driven by the provision of complementary health therapies contributing approximately 54% of total revenue [189]. - Revenue for the six months ended June 30, 2022, was $805,667, an increase of $200,101 or approximately 33.0% compared to $605,566 for the same period in 2021, driven by sales of complementary health therapies [199]. Cost and Profitability - Cost of revenue for the three months ended June 30, 2022, was $109,383, a significant increase of $73,760 or approximately 207.1% from $35,623 in the same period of 2021, due to higher costs associated with complementary health therapies [190]. - Gross profit for the three months ended June 30, 2022, was $287,324, with a gross margin of approximately 72.4%, down from a gross margin of approximately 88.3% in the same period of 2021 [191]. - Cost of revenue for the six months ended June 30, 2022, was $182,814, an increase of $69,600 or approximately 61.5% from $113,214 in the same period of 2021 [200]. - Gross profit for the six months ended June 30, 2022, was $622,853, with a gross margin of approximately 77.3%, down from approximately 81.3% in the same period of 2021 [201]. Expenses and Losses - General and administrative expenses for the three months ended June 30, 2022, increased by $89,501 or approximately 24.7% to $451,363, mainly due to expenses related to complementary health therapies [194]. - General and administrative expenses for the six months ended June 30, 2022, increased by $106,396 or approximately 14.7% to $830,404, primarily due to expenses related to complementary health therapies [203]. - Net loss for the three months ended June 30, 2022, was $404,344, a reduction of $237,881 from a net loss of $642,225 in the same period of 2021 [198]. - Net loss for the six months ended June 30, 2022, was $702,790, a decrease of $273,085 from a net loss of $975,875 in the same period of 2021 [206]. Financial Position - As of June 30, 2022, the company had working capital of $1,753,170, down from $2,599,281 as of December 31, 2021 [213]. - The accumulated deficit increased to $3,972,684 as of June 30, 2022, compared to $3,258,687 as of December 31, 2021 [214]. - Net cash used in operating activities for the six months ended June 30, 2022 was $493,326, compared to $134,748 for the same period in 2021 [216][218]. - The company reported a net cash used in financing activities of $178,926 for the six months ended June 30, 2022, compared to $16,588 in the same period of 2021 [220]. - Total cash and cash equivalents decreased by $790,411 for the six months ended June 30, 2022, compared to a decrease of $216,800 in the same period of 2021 [216]. Market Expansion and Future Projections - The company anticipates expanding into Asian markets, focusing on Thailand, Indonesia, and Taiwan, leveraging e-commerce for growth [212]. - The company is projecting revenue to revert to pre-pandemic levels and expects growth from new sectors in health and wellness [214]. Risk Management - The company does not have any credit facilities or access to bank credit as of June 30, 2022 [221]. - The Company does not currently have significant direct foreign exchange risk, as most revenues are in Malaysian Ringgit and expenses in U.S. dollars, Malaysian Ringgit, and Hong Kong Dollar [234]. - The Company has not hedged exposures denominated in foreign currencies or other derivative financial instruments [234]. - Credit risk is primarily associated with accounts receivable, but is mitigated by an ongoing credit evaluation process and short collection terms [235]. - The Company does not generally require collateral from customers, relying instead on credit evaluations and historical trends [235]. Accounting Standards - The Company is classified as an emerging growth company (EGC) under the JOBS Act and has elected an extended transition period for new accounting standards [231]. - ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023, as it qualifies as a smaller reporting company [232]. - There are no new accounting standards expected to have a material impact on the consolidated financial position or cash flows [232]. - The Company has no significant off-balance sheet arrangements that could materially affect its financial condition as of June 30, 2022 [221].

Financial Performance - Revenue for the three months ended March 31, 2022, was $408,960, an increase of $107,180 or approximately 35.5% compared to $301,780 for the same period in 2021[172]. - Gross profit for the three months ended March 31, 2022, was $335,529, representing a gross margin of 82.0%, up from a gross margin of 74.3% in the same period of 2021[174]. - Commission expenses increased to $114,109 for the three months ended March 31, 2022, compared to $88,439 for the same period in 2021, reflecting the rise in revenue[177]. - General and administrative expenses rose to $379,041 for the three months ended March 31, 2022, an increase of $16,895 or approximately 4.7% from $362,146 in 2021[178]. - Net loss decreased to $298,446 for the three months ended March 31, 2022, down from a net loss of $333,650 in the same period of 2021, a reduction of $35,204[181]. - The cost of revenue for the three months ended March 31, 2022, was $73,431, a decrease of $4,160 or approximately 5.4% from $77,591 in 2021[173]. - The company recorded other net expenses of $17,926 for the three months ended March 31, 2022, compared to other income of $14,980 in the same period of 2021, a change of approximately 219.7%[179]. - Net cash used in operating activities for the three months ended March 31, 2022 was $151,122, compared to $127,297 for the same period in 2021[192][193]. - The company reported a net loss of $298,446 for the three months ended March 31, 2022, compared to a net loss of $333,650 for the same period in 2021[192][193]. Capital and Deficits - As of March 31, 2022, the company had working capital of $2,328,550, a decrease from $2,599,281 as of December 31, 2021[188]. - The accumulated deficit increased to $3,557,784 as of March 31, 2022, compared to $3,258,687 as of December 31, 2021[189]. - The company does not have any credit facilities or access to bank credit as of March 31, 2022[195]. - The company has no significant off-balance sheet arrangements that could materially affect its financial condition as of March 31, 2022[196]. Strategic Initiatives - The company aims to expand into Asian markets, focusing on Thailand, Indonesia, and Taiwan, leveraging e-commerce for growth[187]. - The ATP Zeta Health Program aims to promote health and longevity through modern health supplements and proper nutrition, targeting disease prevention[170]. - The company has established a joint venture, DSY Wellness International Sdn. Bhd., to provide complementary health therapies, owning 60% of the equity interest[171]. Revenue Recognition and Projections - The company recognizes revenue from sales of health and wellness products at the point of transfer to customers[200]. - The company is projecting that revenue will revert to pre-pandemic levels to cover operating expenses[189]. Currency and Financing - There were no financing activities for the three months ended March 31, 2022, while financing activities in 2021 included a payment of deferred offering cost of $6,423[194]. - The company has not hedged exposures to foreign currencies, although it operates primarily in Malaysian Ringgit and incurs expenses in multiple currencies[208].

Part I [Business](index=5&type=section&id=Item%201.%20Business) Agape ATP Corporation operates in the Health and Wellness industry in Malaysia, offering health supplements and wellness programs via its network marketing subsidiary ASL and DSY Wellness joint venture - The company is principally engaged in the Health and Wellness Industry, supplying high-quality health products and wellness programs[12](index=12&type=chunk) - On May 8, 2020, the Company acquired approximately **99.99%** of Agape Superior Living Sdn Bhd (ASL), an established network marketing entity in Malaysia, to strengthen its supply chain and retail capabilities[10](index=10&type=chunk)[16](index=16&type=chunk) - The company offers three main program series: ATP Zeta Health Program (general wellbeing), ÉNERGÉTIQUE (dermal solutions), and BEAUNIQUE (nutrigenomics)[16](index=16&type=chunk) - In November 2021, the company formed a **60%**-owned joint venture, DSY Wellness International Sdn Bhd, to provide complementary health therapies, expanding its business scope[11](index=11&type=chunk)[18](index=18&type=chunk) - Future plans include restoring ASL's operations to pre-pandemic levels, capitalizing on e-commerce platforms, activating its wellness promotion subsidiary WATP, and expanding DSY Wellness's complementary health therapy business in Malaysia, with potential for wellness tourism in Indonesia and Thailand[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - As of December 31, 2021, the company's network marketing channel had a customer base of **128,235** members[62](index=62&type=chunk) Employee Distribution by Function | Function | Number of employees | | :--- | :--- | | Senior Management | 3 | | Business Development Department | 3 | | Corporate Affairs Department | 3 | | Finance Department | 6 | | Human Resources Department | 4 | | Operations Department | 9 | | Product Development Department | 5 | | Sales & Marketing Department | 3 | | **Total** | **36** | [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from supplier concentration, internal control weaknesses, COVID-19 impacts, and high dependence on its CEO - The company has a significant concentration risk with its suppliers, with two major suppliers accounting for approximately **47.3%** and **45.2%** of total purchases for the year ended December 31, 2021[67](index=67&type=chunk) - Management identified **eight material weaknesses** in internal controls over financial reporting as of December 31, 2021, including insufficient U.S. GAAP accounting personnel and inadequate segregation of duties[85](index=85&type=chunk)[189](index=189&type=chunk) - The business is highly dependent on its CEO and President, Mr How Kok Choong, whose loss could severely impede operations[96](index=96&type=chunk) - The COVID-19 pandemic has adversely affected the company's primary market, Malaysia, leading to operational disruptions and potential material impact on results[99](index=99&type=chunk)[100](index=100&type=chunk) - Operating in a heavily regulated industry in Malaysia, the company requires Ministry of Health authorizations, with non-compliance risking fines or penalties[81](index=81&type=chunk) [Unresolved Staff Comments](index=30&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[115](index=115&type=chunk) [Properties](index=30&type=section&id=Item%202.%20Properties) The company's principal executive office is located in Kuala Lumpur, Malaysia - The principal executive office is located at 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur, Malaysia[115](index=115&type=chunk) [Legal Proceedings](index=30&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no pending legal proceedings expected to materially adversely affect its business - There are currently no pending legal proceedings or claims that the company believes will have a material adverse effect on its business, financial condition, or operating results[116](index=116&type=chunk) [Mine Safety Disclosure](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company - Not applicable[116](index=116&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on OTC Markets - Pink Sheets with no active market, no dividends planned, and no recent share repurchases - The company's Common Stock is listed on the OTC Markets – Pink Sheets under the trading symbol '**ATTP**', but there is no active trading market[118](index=118&type=chunk) - As of December 31, 2021, there were **290,460,047** shares of Common Stock issued and outstanding, with **1,220** record holders[119](index=119&type=chunk) - The company has no plans to pay dividends and intends to retain all earnings for business use[121](index=121&type=chunk) - The company did not repurchase any of its common stock during the twelve months ended December 31, 2021[122](index=122&type=chunk) [Selected Financial Data](index=31&type=section&id=Item%206.%20Selected%20Financial%20Data) The company experienced a significant financial downturn in FY2021, with revenue dropping by **70.5%** to **$1.02 million** and a swing to a net loss of over **$2.5 million** Selected Financial Data (Years Ended December 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Revenue | $1,016,962 | $3,452,621 | | Net income (loss) attributable to Agape ATP Corporation | $(2,524,244) | $354,766 | | Net income (loss) per share – (basic and diluted) | $(0.01) | $0.00 | | Total assets (as of Dec 31) | $4,724,535 | $7,210,607 | | Total liabilities (as of Dec 31) | $1,312,841 | $1,285,773 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **70.5%** revenue decrease in FY2021 to COVID-19, resulting in a **$2.5 million** net loss and reduced working capital, with future liquidity dependent on revenue recovery and potential financing [Results of Operation](index=33&type=section&id=Item%207.%20Results%20of%20Operation) FY2021 revenue decreased **70.5%** to **$1,016,962** due to COVID-19, leading to a **$2,524,680** net loss, a decline in gross margin, and a significant swing in other income/expenses Financial Performance Comparison (2021 vs. 2020) | Metric | 2021 | 2020 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$1,016,962** | **$3,452,621** | **$(2,435,659)** | **(70.5%)** | | Cost of Revenue | $297,333 | $775,855 | $(478,522) | (61.7%) | | **Gross Profit** | **$719,629** | **$2,676,766** | **$(1,957,137)** | **(73.1%)** | | Gross Margin | 70.8% | 77.5% | - | - | | Total Operating Expenses | $2,578,197 | $2,834,901 | $(256,704) | (9.1%) | | **Net (Loss) Income** | **$(2,524,680)** | **$354,766** | **$(2,879,446)** | **(811.7%)** | - The significant decrease in revenue was attributed to the COVID-19 situation in Malaysia, where intermittent lockdowns disrupted operational activities and adversely affected consumer purchasing power[139](index=139&type=chunk)[140](index=140&type=chunk) - Other (Expenses) Income changed by **$1,203,527**, from a net income of **$674,482** in 2020 to a net expense of **$529,045** in 2021, primarily due to an unrealized loss on marketable securities[148](index=148&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Item%207.%20Liquidity%20and%20Capital%20Resources) Working capital decreased to **$2.6 million** in 2021, with a **$2.5 million** net loss and **$3.3 million** accumulated deficit, requiring revenue recovery or external financing for liquidity Working Capital and Liquidity (as of Dec 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Working Capital | $2,599,281 | $4,645,729 | | Cash in Bank | $554,864 | $1,112,147 | | Time Deposits | $1,975,347 | $2,391,182 | | Accumulated Deficit | $(3,258,687) | $(734,443) | Summary of Cash Flows (Years Ended Dec 31) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(845,842) | $(557,951) | | Net cash (used in) provided by investing activities | $(3,959) | $1,276,200 | | Net cash used in financing activities | $(19,061) | $(22,091) | | **Net change in cash and cash equivalents** | **$(919,752)** | **$773,143** | - Management projects that the company's revenue will revert to pre-pandemic levels, generating sufficient cash, or will consider seeking financing from banks or related parties if needed[157](index=157&type=chunk)[159](index=159&type=chunk) [Critical Accounting Policies](index=38&type=section&id=Item%207.%20Critical%20Accounting%20Polices) The company's critical accounting policies involve significant estimates, revenue recognition under ASC Topic 606 for product sales and coupon redemptions, and fair value measurement of financial instruments using a three-level hierarchy - Revenue from health and wellness product sales is recognized at a point in time when control transfers to the customer, in accordance with **ASC Topic 606**[169](index=169&type=chunk)[172](index=172&type=chunk) - Coupon sales are initially recorded as customer deposits, with revenue recognized from forfeited coupons (unused after six months) as net revenues[173](index=173&type=chunk) - Financial statement preparation requires significant management estimates for doubtful accounts, inventory obsolescence, asset useful lives, and impairment[167](index=167&type=chunk) - Fair value of financial instruments is determined using a **three-level hierarchy** (Level 1: quoted prices, Level 2: observable inputs, Level 3: unobservable inputs)[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces foreign exchange risk due to currency mismatches between revenues (USD) and expenses (MYR, HKD), and manages credit risk through evaluation and short collection terms - The company faces foreign exchange risk as revenues are mostly denominated in **USD**, while expenses are in **Malaysian Ringgit (MYR)** and **Hong Kong Dollars (HKD)**[182](index=182&type=chunk) - Credit risk is concentrated in accounts receivable, mitigated by credit evaluation processes and short collection terms[183](index=183&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded internal controls over financial reporting were ineffective as of December 31, 2021, due to **eight material weaknesses**, with remediation plans targeting fiscal year 2022 implementation - Management concluded that internal controls and procedures over financial reporting were **not effective** as of December 31, 2021[188](index=188&type=chunk) - **Eight material weaknesses** were identified, including insufficient U.S. GAAP accounting personnel, lack of an internal audit function, inadequate segregation of duties, and various IT control deficiencies[189](index=189&type=chunk) - Management's remediation plans include establishing an internal audit function, hiring more qualified accounting staff, implementing comprehensive training, and seeking a U.S. tax professional[192](index=192&type=chunk)[193](index=193&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=44&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's executive team includes CEO How Kok Choong and CFO Andrew Lee Kam Fan, with plans to establish nominating, compensation, and audit committees to enhance corporate governance - The key executive officers are **How Kok Choong** (CEO, President, etc.), **Mohd Shaharuddin Bin Abdullah** (Director), and **Andrew Lee Kam Fan** (CFO)[195](index=195&type=chunk) - The company currently lacks nominating, compensation, or audit committees, and does not have an audit committee financial expert on its board[203](index=203&type=chunk) - The company plans to establish a full board with nominating, compensation, and audit committees during the year to enhance corporate governance[203](index=203&type=chunk) - A formal Code of Ethics has not been adopted, with the Board citing the small number of employees and reliance on existing fiduciary duties and laws as sufficient for now[207](index=207&type=chunk) [Executive Compensation](index=47&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for FY2021 primarily comprised salaries, with CEO How Kok Choong receiving **$275,210**, and no stock options or formal long-term incentive plans currently in place Executive Salaries for Year Ended Dec 31 | Executive | Position | 2021 Salary | 2020 Salary | | :--- | :--- | :--- | :--- | | How Kok Choong | CEO, President, etc. | $275,210 | $203,431 | | Andrew Lee Kam Fan | CFO | $46,988 | N/A | - CEO How Kok Choong is paid a monthly salary of **$22,934** (RM 95,000)[212](index=212&type=chunk) - Director Mohd Shaharuddin Bin Abdullah's employment agreement stipulates a monthly salary of **$3,000** and **$60,000** in annual stock-based compensation, effective upon listing on NASDAQ or NYSE[213](index=213&type=chunk) - The company has not granted any stock options to its executive officers since incorporation[211](index=211&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=48&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of December 31, 2021, CEO How Kok Choong beneficially owned **243,216,637** shares, representing **83.73%** of the company's total voting power Beneficial Ownership of Executive Officers and Directors (as of Dec 31, 2021) | Name of Beneficial Owner | Common Stock Beneficially Owned | Voting Percentage | | :--- | :--- | :--- | | How Kok Choong (CEO, Director, etc.) | 243,216,637 | 83.73% | | Mohd Shaharuddin Bin Abdullah | - | - | | Andrew Lee Kam Fan | - | - | - The total number of common stock shares issued and outstanding as of December 31, 2021, was **290,460,047**[219](index=219&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=49&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company has engaged in significant related-party transactions, primarily with CEO How Kok Choong, including the ASL acquisition and share forfeitures, and has a relationship with e-commerce partner Vettons Sdn Bhd - The company acquired **99.99%** of ASL from its CEO, Mr How Kok Choong, with consideration including the issuance of **176,547** shares of restricted common stock[222](index=222&type=chunk) - Vettons Sdn Bhd became a related party when CEO Mr How Kok Choong was appointed its non-executive Chairman in February 2021, accounting for **100%** of accounts receivable (**$172,757**) as of December 31, 2020[222](index=222&type=chunk) - In December 2021, a total of **85,992,000** shares were forfeited by various shareholders, including **11,242,000** shares from a holding company controlled by CEO Mr How[222](index=222&type=chunk) - Subsequent to the reporting period, on January 20, 2022, CEO Mr How Kok Choong agreed to forfeit an additional **215,008,035** shares of common stock[223](index=223&type=chunk)[434](index=434&type=chunk) Related Party Transactions - Revenue (Years Ended Dec 31) | Name of Related Party | 2021 | 2020 | | :--- | :--- | :--- | | Agape Superior Living Pty Ltd | - | $18,060 | | Vettons Sdn Bhd* | $6,625 | - | | **Total** | **$6,625** | **$18,060** | [Principal Accounting Fees and Services](index=52&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company incurred total fees of **$411,500** in 2021 and **$273,000** in 2020 from its independent auditor, Friedman LLP, primarily for audit and tax services Accountant Fees (Friedman LLP) | Fee Category | For the year ended Dec 31, 2021 | For the year ended Dec 31, 2020 | | :--- | :--- | :--- | | Audit fees | $395,000 | $245,000 | | Tax fees | $16,500 | $28,000 | | **Total** | **$411,500** | **$273,000** | Part IV [Exhibits and Financial Statement Schedules](index=53&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section presents the company's consolidated financial statements for FY2021 and FY2020, including balance sheets, statements of operations, changes in equity, and cash flows, along with the independent auditor's report - The independent auditor, Friedman LLP, issued an opinion stating that the consolidated financial statements present fairly, in all material respects, the financial position and results of operations for the years ended December 31, 2021 and 2020, in conformity with **U.S. GAAP**[248](index=248&type=chunk) Consolidated Balance Sheet Summary (as of Dec 31) | | 2021 | 2020 | | :--- | :--- | :--- | | **Total Assets** | **$4,724,535** | **$7,210,607** | | Total Current Assets | $3,912,122 | $5,684,271 | | **Total Liabilities** | **$1,411,899** | **$1,285,773** | | Total Current Liabilities | $1,312,841 | $1,038,542 | | **Total Equity** | **$3,312,636** | **$5,924,834** | Consolidated Statement of Operations Summary (Years Ended Dec 31) | | 2021 | 2020 | | :--- | :--- | :--- | | Total Revenue | $1,016,962 | $3,452,621 | | Gross Profit | $719,629 | $2,676,766 | | Loss from Operations | $(1,858,568) | $(158,135) | | **Net (Loss) Income** | **$(2,524,680)** | **$354,766** | | Basic and Diluted (Loss) Earnings Per Share | $(0.01) | $0.00 | Consolidated Statement of Cash Flows Summary (Years Ended Dec 31) | | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(845,842) | $(557,951) | | Net cash (used in) provided by investing activities | $(3,959) | $1,276,200 | | Net cash used in financing activities | $(19,061) | $(22,091) | | **(Decrease) Increase in Cash and Cash Equivalents** | **$(919,752)** | **$773,143** | | Cash and Cash Equivalents, end of year | $2,597,848 | $3,517,600 |

Financial Performance - Revenue for the three months ended September 30, 2021, was $201,284, a significant decrease of $1,211,779 or approximately 85.8% compared to $1,413,063 for the same period in 2020[196] - Cost of revenue for the three months ended September 30, 2021, was $36,663, down $150,228 or approximately 80.4% from $186,891 in the same period in 2020[197] - Gross profit for the three months ended September 30, 2021, was $164,621, a decrease from $1,226,172 in the same period in 2020, with a gross margin of approximately 81.8% compared to 86.8%[198] - The company incurred a net loss of $571,265 for the three months ended September 30, 2021, compared to a net income of $415,037 for the same period in 2020, a decrease of $986,302[205] - Revenue for the nine months ended September 30, 2021, was $806,850, a decrease of $2,130,075 or approximately 72.5% compared to $2,936,925 for the same period in 2020[206] - Cost of revenue for the nine months ended September 30, 2021, was $149,877, down $508,568 or approximately 77.2% from $658,445 in the same period in 2020[207] - Gross profit for the nine months ended September 30, 2021, was $656,973, a decrease from $2,278,480 in the same period in 2020, with a gross margin of approximately 81.4% compared to 77.6%[208] - The company recorded a net loss of $1,547,140 for the nine months ended September 30, 2021, compared to a net income of $270,527 in the same period of 2020[218] Expenses - Selling expenses for the nine months ended September 30, 2021, amounted to $299,806, an increase of $31,158 or approximately 11.6% compared to $268,648 for the same period in 2020[210] - Commission expenses for the three months ended September 30, 2021, were $76,817, a significant decrease of $224,140 or approximately 74.5% from $300,957 in the same period in 2020[200] - General and administrative expenses for the three months ended September 30, 2021, were $369,946, an increase of $14,672 or approximately 4.1% compared to $355,274 for the same period in 2020[202] - Commission expenses decreased by $425,425 or approximately 62.2% to $258,030 for the nine months ended September 30, 2021, compared to $683,455 in the same period of 2020[211] - General and administrative (G&A) expenses increased by $64,990 or approximately 6.3% to $1,094,042 for the nine months ended September 30, 2021, compared to $1,029,052 in the same period of 2020[212] - Provision for doubtful accounts increased significantly by $121,686 or 100.0% to $121,686 for the nine months ended September 30, 2021, compared to $0 in the same period of 2020[215] - Other expenses netted $435,089 for the nine months ended September 30, 2021, a decrease of $600,299 or approximately 363.4% compared to $165,210 in the same period of 2020[216] Cash Flow and Working Capital - Working capital decreased to $3,307,503 as of September 30, 2021, from $4,645,729 as of December 31, 2020[224] - Net cash used in operating activities was $541,440 for the nine months ended September 30, 2021, compared to $743,670 in the same period of 2020[228] - Net cash used in investing activities was $3,970 for the nine months ended September 30, 2021, compared to net cash provided of $1,276,114 in the same period of 2020[230] Revenue Recognition - The Company recognizes revenue from health and wellness product sales at a point in time when control is transferred to customers, with historically insignificant sales returns[239] - Revenue from coupon sales is recorded as customer deposits until applied, with a validity period of six months; unutilized coupons after this period are recognized as net revenues[240] - The Company derives revenue from its Wellness program, with separate performance obligations for health screening tests and health camp programs, recognized upon completion of services[240] - The Company recognizes revenue from health services when test reports are delivered and health camp programs are completed[240] Financial Instruments and Risks - Financial instruments in current assets and liabilities are reported at face value or cost, approximating fair value due to short realization periods[243] - The Company does not currently hedge foreign exchange risks, as most revenues are in U.S. dollars while expenses are in Malaysian Ringgit and Hong Kong Dollar[248] - Credit risk is mitigated through ongoing credit evaluations and relatively short collection terms, with no general requirement for collateral from customers[249] - The Company is evaluating the impact of ASU 2019-05 on its financial statements, effective January 1, 2023, which introduces expected credit losses methodology[243] - The adoption of ASU 2020-01 on January 1, 2021, did not have a material impact on the Company's financial statements[245] - The Company has reviewed recent accounting pronouncements and does not expect material impacts on its financial condition or operations[243] Future Outlook - The company anticipates expanding into Asian markets, focusing on Thailand, Indonesia, and Taiwan, leveraging e-commerce for growth[223] - As of September 30, 2021, the company had no significant off-balance sheet arrangements that could materially affect its financial condition[233]