ATPC 10-K & 10-Q changes, risk factors and insider trading
Agape ATP Corp · Nasdaq · Services-Health Services · CIK 1713210 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we fail to meet applicable listing requirements, Nasdaq may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.”
New heading “We expect to incur significant additional costs as a result of being a public company, which may materially and adversely affect our business, financial condition and results of operations.”
New heading “Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain.”
New heading “Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.”
Largest changes
“If we fail to meet applicable listing requirements, Nasdaq may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.”see in full comparison
“In addition, legislative or other regulatory action in the United States could result in listing standards or other requirements that, if we cannot meet, may result in delisting and adversely affect our liquidity or the trading price of our shares that are listed or traded in the United States. If we fail to comply with the applicable listing standards and Nasdaq delists our ordinary shares, we and our shareholders could face significant material adverse consequences, including:”see in full comparison
“On February 2, 2026, the Company received an additional notification letter notifying the Company that the Staff has determined to delist the Company’s securities. The Staff’s determination was based on that as of January 30, 2026, the Company’s securities had a closing bid of $0.10 or less for the last ten consecutive trading days, and accordingly, is subject to the provisions under Listing Rule 5810(c)(3)(A)(iii), the “Low Priced Stocks” Rule. The Company has the opportunity to request a hearing with the Hearings Panel (the “Panel”), by February 9, 2026. …”see in full comparison
“Nasdaq has provided the Company with an 180 calendar days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement. …”see in full comparison
“The Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq on January 27, 2026, notifying the Company that, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) which matter serves as a basis for delisting the Company’s securities from Nasdaq.”see in full comparison
“We expect to incur significant additional costs as a result of being a public company, which may materially and adversely affect our business, financial condition and results of operations.”see in full comparison
Full comparison: every changed paragraph (19)
For
the year ended December 31, 2024,2025, we purchased $335,494$365,840, $133,406 and $98,391$73,163 from twothree of our major suppliers, represented approximately
55.6%, 59.8%
20.3% and 17.5%11.1%, respectively, of our total purchases. Our business, financial condition and operating results depend on the continuous
supply supply
of products from our major suppliers and our continuous supplier-customer relationships with them. Our heavy reliance on our major
suppliers suppliers
for the supply of our products will have significant impact on our business and results of operation in the event of any shortage
of, of,
or delay in the supply.
We
currently do not have long term supply agreements with our twothree largest suppliers for the year ended December 31, 2024,2025, and we typically
make ad hoc purchases through submission of purchase order forms. There is no assurance that our major suppliers will continue to supply
their products in the quantities and timeframes required by us to meet the needs of our customers or comply with their supply agreements
with us. Our product supply may also be disrupted by potential labor disputes, strike action, natural disasters or other accidents, epidemic
and pandemic affecting the supplier. If our major suppliers do not supply products to us in a timely manner or in sufficient quantities,
our business, financial condition and operating results may be materially and adversely affected.
In
connection with the audit of our consolidated financial statements as of December 31, 2024,2025, we identified twothree “material weaknesses”,
and other control deficiencies including significant deficiencies in our internal control over financial reporting. A “material
weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
or detected on a timely basis. The material weaknesses identified related to the Company were: (i) insufficient full-time personnel with
appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting
issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) lack of a functional internal audit
department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and
procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned.planned; and
(iii) insufficient procedures and policies were in place to assess the credit risk and capabilities of the third-party manager prior
to the investment decision.
Our
total revenues decreasedincreased by approximately 7.6%15.2% from approximately $1.4 million for the year ended December 31, 2023 to approximately
$1.3 million for the year ended December 31, 2024.2024 to approximately
$1.5 million for the year ended December 31, 2025. Our gross profit decreasedincreased by approximately 18.9%10.4% from approximately $0.9$0.7 million
for the year ended December 31, 20232024 to approximately $0.7$0.8 million for the year ended December 31, 2024.2025.
We
earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar,dollar (“US$”),
including Malaysian
Ringgit and(“MYR” theor “RM”), Hong Kong Dollar.Dollars (“HK$”) and Chinese Yuan (“CNY”).
Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues,
income and expenses, as well
as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting
period. Therefore, increases
or decreases in the value of the U.S. dollar against other currencies affect our net operating revenues,
operating income and the value
of balance sheet items denominated in foreign currencies. We cannot assure you that fluctuations in foreign
currency exchange rates,
particularly the strengthening of the U.S. dollar against major currencies would not materially affect our financial
results.
Negative
developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations
and prospects. The Malaysian economy registered modest growth of approximately 5.1 %4.9% and 3.0%5.1% in December 31, 20242025 and December
31, 2023 2024,
respectively, according to the Department of Statistics Malaysia. Although the overall Malaysian economic environment (in which
we predominantly
operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic
growth is determined
by countless factors, and it is extremely difficult to predict with any level of absolute certainty.
If we fail to meet applicable listing requirements, Nasdaq may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.
We cannot assure you that we will be able to meet the continued listing standards of Nasdaq.
The Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq on January 27, 2026, notifying the Company that, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) which matter serves as a basis for delisting the Company’s securities from Nasdaq.
Nasdaq has provided the Company with an 180 calendar days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
On February 2, 2026, the Company received an additional notification letter notifying the Company that the Staff has determined to delist the Company’s securities. The Staff’s determination was based on that as of January 30, 2026, the Company’s securities had a closing bid of $0.10 or less for the last ten consecutive trading days, and accordingly, is subject to the provisions under Listing Rule 5810(c)(3)(A)(iii), the “Low Priced Stocks” Rule. The Company has the opportunity to request a hearing with the Hearings Panel (the “Panel”), by February 9, 2026. The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The fee for the hearing is $20,000. The Company has requested a hearing before a Nasdaq Hearings Panel to appeal Nasdaq’s determination pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing.
In addition, legislative or other regulatory action in the United States could result in listing standards or other requirements that, if we cannot meet, may result in delisting and adversely affect our liquidity or the trading price of our shares that are listed or traded in the United States. If we fail to comply with the applicable listing standards and Nasdaq delists our ordinary shares, we and our shareholders could face significant material adverse consequences, including:
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our ordinary shares will be listed on Nasdaq, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.
We expect to incur significant additional costs as a result of being a public company, which may materially and adversely affect our business, financial condition and results of operations.
As a public company, we incur significant additional costs associated with corporate governance requirements, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to obtain and maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations.
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain.
We have never declared or paid cash dividends . We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. As a result, capital appreciation, if any, of our ordinary shares will be the sole source of gain for the foreseeable future.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.
If a trading market for our ordinary shares develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our ordinary shares will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of the investment in us.
Management's Discussion & Analysis (MD&A)
Largest changes
Net cash used in operating activities for the year ended December 31,see in full comparison20232024 was$2,001,823$2,726,215 and were mainly comprised of the net loss of$2,109,935,$2,486,044,the non-cash deferred tax benefit of $220, unrealized holding gain on marketable securities of $3,493,gain on disposal of office equipmentof $1,753, the increase in inventoriesof$3,216,$112, the increase in accounts receivables of$53,641,$28,295, the increase in inventories of $4,225, the increase in prepaid taxes $22,322, the increase in prepayments and deposits of$34,532,$434,447, thedecreaseincrease in other receivables of$8,961,$2,105, the decrease in accounts payables (related parties) of $5,107, the decrease in customer deposits of$248,299,$7,340, the payment of operating leaseleaseliabilities of$147,951,$139,476, the decreaseofinincomeothertaxpayablespayable(related parties) of$10,591.$7,065. The net cash used in operating activities was mainly offset by non-cash depreciation and amortization expense of$75,982,$57,340, amortization of operating right-of-use assets of$147,212,$139,867, amortizationprovisionof finance assets of $29,445, unrealized holding loss on marketable securities of $5,018, allowance for creditlossesloss of$29,955,$98,705, deferred tax expense of $220, inventory write-down of $7,081, decrease inprepaidamounttaxesdue from related parties of$305,567,$8,889, increase in accounts payables(including related parties)of$38,456 and$44,657, the increase in other payables(including related parties)and accrued liabilities of$6,670.$14,761 and the increase of income tax payable of $4,340.
“In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework. Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function. It also supersedes website development cost guidance, moving it to ASC 350-40. …”see in full comparison
“ATPC Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN market.”see in full comparison
The gross profit margin related tosee in full comparisonourthe network marketing business was approximately69.6%58.8% and84.1% for the years ended December 31, 2024 and 2023,69.6%, respectively; the gross profit margin related to our provision of complementary heath therapies business was approximately59.1%55.1% and58.5%,59.1%, respectively; the gross profit margin related to operations in wellness and wellbeing lifestyle 84.3% and 2.3%, respectively; and the gross profit margin related tothe new revenue streams, Company’soperations inwellness and wellbeing lifestyle andgreen energy was approximately2.3%3.4% and2.9%2.9%,respectively,respectively; for theyearyears ended December 31, 2025 and 2024. In addition to that, there was $11,825 and $7,081 inventory write-downs; and $7,035 and $0 inventory write-off, respectively, during theyearyears ended December 31,2024,2025whereasandno inventory write-downs were recorded for the year ended December 31, 2023.2024.
“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. …”see in full comparison
“The Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution advisory services; and therefore, incorporated CEDAR. Upon its establishment, CEDAR started collaborating with ASL to carry out various wellness programs.”see in full comparison
Full comparison: every changed paragraph (57)
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 two series of programs which consist of different services and products: ATP Zeta Health Program and E.A.T.S.
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
E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.
The
Company deems creating public awareness on wellness and wellbeing lifestyle as essential to enhance the provision of its health solution
advisory services; and therefore, incorporated CEDAR. Upon its establishment, CEDAR started collaborating with ASL to carry out various
wellness programs.
To
further its reach in the Health and Wellness Industry, on November 11, 2021, AATP LB formed an entity, DSY Wellness with an independent
third party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
AGE
delivers innovative solutions for sustainability, energy savings and promoting environmental stewardship to achieves energy efficiency
and carbon neutrality for a healthier environment.
ATPC
Technology Private Limited (“ATPC Tech”) intend to collaborate with local IT expertise to develop comprehensive digital wellness
platform that integrates e-commerce, online consultations, chronic disease management, and robust supply chain services catering to ASEAN
market.
We
generated revenue of $1,524,262, which comprised of revenue from the Company’s network marketing business of $71,276 (approximately
4.7% of total revenue); revenue from the Company’s operations in the provision of complementary health therapies of $1,081,538
(approximately 71.0% of total revenue); $231,721 from operation in wellness and wellbeing lifestyle (approximately 15.2% of total revenue)
and $139,727 from the operation in green energy (approximately 9.1% of total revenue) for the year ended December 31, 2025 as compared
to revenue of $1,322,747, which comprised of revenue from the Company’s network marketing business of $137,050 (approximately 10.4%
10.4%of total revenue); revenue from the Company’s operations in the provision of complementary health therapies of $1,120,843 (approximately
84.7% 84.7%of total revenue);
$22,091 (approximately 1.7% of total revenue) from skin care and healthcare products, a new revenue stream from
the Company’s operations in wellness and wellbeing lifestyle
and $42,763 (approximately 3.2% of total revenue) from the operation
in green energy for the year ended December 31, 2024 as compared to revenue of $1,431,088, which the amount
was mainly attributed from the Company’s network marketing business of $396,122 (approximately 27.7%); and $1,033,221 (approximately
72.2%) from the Company’s operations in the provision of complementary health therapies for the year ended December 31, 2023.2024.
Total
revenue for the year ended December 31, 20242025 decreasedincreased by $108,341,$201,515, or approximately 7.6%15.2% from the year ended December 31, 2023.2024. Revenue
from the Company’s network marketing business decreased significantly by $259,072,$65,774, or approximately 65.4%, whereas48.0%, the revenue
from the provision of complementary
health therapies increaseddecreased by $87,622,$39,305, or approximately 8.5%,3.5%, newwhereas revenue streams $22,091 from the
Company’s operationsoperation in wellness and wellbeing lifestyle increased
by $209,630 or approximately 948.9% and $42,763revenue from the operation in green energy.energy increased by $96,964 or approximately 226.7%. The decreased
revenue revenue
from the Company’s network marketing business due to limited product range available as compared to the previous years,
it limited
the potential development of this revenue stream. We did not offer as many categories of the health products in our network
marketing marketing
business during fiscal year 20242025 as compared to prior years due to the company strategically shifting the business focus from
company’s company’s
network marketing business to new revenue streams that can help restore growth and diversify income streams. During the year ended December
31, 2024, we launched new revenue streams from the Company’s operationsoperation in wellness and wellbeing lifestyle and venturedgreen into green
energy industry bythat providingcan products,help technical knowledgerestore
growth and solutionsdiversify forincome sustainabilitystreams. The revenue from operation in wellness and energywellbeing savings. However, thelifestyle increased
of approximately $64,854 from new revenue streams was less than the significant decrease of revenue relateddue to the salescompany’s
digital ofadvertisement existing
productscampaign relatedand marketing activities to networkpromote marketingthe business.skin care and healthcare products. The revenue increasedecrease in provision
of complementary health therapies business was due
to the increase in public awareness about the importance of physical and mental health, more individual turned to complementarylower health
therapiesrevenue generated from overseas customers as preventive care and wellnesscompared to maintain good health, prevent illness and promote overall well-being, more service orders
were processed during the year ended December 31, 2024 compared with previous year, also led the increase of related products sold.years.
Cost of revenue for the year ended December 31, 2025 amounted to $685,992 (approximately 45.0% of total revenue) as compared to $563,599 (approximately 42.6% of total revenue) for the year ended December 31, 2024, representing an increase of $122,393, or approximately 21.7%.
The increase was due to the inventory write off and write down in the Company’s network marketing business; the varying gross profit margins in the Company’s operations in the provision of complementary health therapies; and the cost from the operation in green energy.
Cost of revenue typically comprise of cost of goods and services purchased, packing materials and services acquired.
Cost
of revenue for the year ended December 31, 2024 amounted to $563,599 (approximately 42.6% of revenue) as compared to $494,516 (approximately
34.6% of revenue) for the year ended December 31, 2023, representing an increase of $69,083, or approximately 14.0%. The cost of revenue
increase due to the company wrote down the inventory in the network marketing business and the cost incurred in the Company’s operations
in wellness and wellbeing lifestyle and green energy are relatively higher as compared to network marketing business and provision of
complementary health therapies business.
Cost
of revenue comprised freight-in, the purchase cost of manufactured goods for sale to customers and
purchase cost of products and services for the provision of complementary health therapies.
Gross
profit for the year ended December 31, 20242025 amounted to $759,148,$838,270, represented a gross margin of approximately 57.4%,55.0%, as compared to $936,572$759,148
for the year ended December 31, 2023,2024, which was equivalent to a gross margin of approximately 65.4%.57.4%. The decrease in gross profit margin
in year ended December 31, 20242025 was due to low gross profit margin in Company’s operations in wellness and wellbeing lifestyle
and green energy.
The
gross profit margin related to ourthe network marketing business was approximately 69.6%58.8% and 84.1% for the years ended December 31, 2024
and 2023,69.6%, respectively; the gross profit margin
related to our provision of complementary heath therapies business was approximately
59.1% 55.1% and 58.5%,59.1%, respectively; the gross profit
margin related to operations in wellness and wellbeing lifestyle 84.3% and 2.3%, respectively; and the gross profit margin related to the new revenue streams, Company’s
operations in wellness and
wellbeing lifestyle and green energy was approximately 2.3%3.4% and 2.9%2.9%, respectively,respectively; for the yearyears ended December 31, 2025 and 2024.
In addition
to that, there was $11,825 and $7,081 inventory write-downs; and $7,035 and $0 inventory write-off, respectively, during the yearyears ended
December 31, 2024,2025 whereasand no inventory write-downs
were recorded for the year ended December 31, 2023.2024.
Selling
expenses for the year ended December 31, 20242025 amounted to $162,712$242,074 as compared to $629,003$162,712 for the year ended December 31, 2023,2024, aan significantincrease
decrease of $466,291,$79,362, or approximately 74.1%.48.8%. The Company’s selling expenses typically comprise salaries and benefits expenses,
credit card
processing fees and promotional expenses. The significant decreaseincrease in selling expenses was due to the decreaseincrease in promotional
expenses incurred in
the operation in wellness and wellbeing lifestyle, the networkcompany launched digital advertisement campaign and marketing business.activities to promote
the skin care and healthcare products.
Commission
expenses were $34,905$73,691 and $88,132$34,905 for the years ended December 31, 20242025 and 2023,2024, respectively, representing a significant decreaseincrease of
$53,227,$38,786, or approximately 60.4%.111.1%. The significant decreaseincrease in commission expenses was due to the decreaseincrease in revenue from the Company’soperation
networkin marketingwellness business.and wellbeing lifestyle.
G&A
expenses for the year ended December 31, 20242025 amounted to $3,134,874,$3,779,152, as compared to $2,366,016$3,134,874 for the year ended December 31, 2023,2024,
representing an increase of $768,858,$644,278, or approximately 32.4%.20.6%. The Company’s G&A expenses typically comprise of salaries and
benefits expenses, rental expenses, professional expenses, depreciation expenses and provisionallowance for credit losses.loss. UponThe uplistedincrease in Nasdaqgeneral
capital market, the Company incurred Nasdaq annual listing fees, and theadministrative Companyexpenses alsowas appointeddue two executive directors and three independent
directors, which ledto the increase ofin executiveprofessional salaries for the year ended December 31, 2024 compared to previous year.fee.
For
the year ended December 31, 2024,2025, we recorded an amount of $92,233$951,325 as other income, net as compared to $40,219$92,233 other income, net for
the year ended December 31, 2023,2024, representing a significant change of $52,014.$859,092. The net other income of $951,325 incurred during the
year ended December 31, 2025 comprised of other income, net of $113,807, interest income of $3,416, unrealized holding gain on marketable
securities of $8,953, exchange gain, net of $826,149 and loss on non-marketable securities of $1,000. The net other income of $92,233
incurred during the year
ended December 31, 2024 comprised of other income, net of $29,209, interest income of $67,930, unrealized holding
loss on marketable
securities of $5,018, gain on disposal of property and equipment of $112. The net other income of $40,219 incurred during the year ended
December 31, 2023 comprised of other income, net of $5,724, interest income of $29,249, unrealized holding gain on marketable securities
of $3,493, gain on disposal of property and equipment of $1,753. The significant change was due to the interest income from time deposit.
We
incurred a net loss of 2,307,607 for the year ended December 31, 2025, as compared to $2,486,044 for the year ended December 31, 2024,
a as compared to $2,109,935 for the year ended December 31, 2023,
an increasedecrease of $376,109,$178,437, or approximately 17.8%,7.2%, predominately due to reasons as discussed above.
As
of December 31, 2024,2025, we had working capital of $22,236,994 consisting of cash and cash in bank of $140,072 and no time deposits as compared
to working capital of $1,656,571 consisting of cash and cash in bank of $240,243 and time deposits of $1,800,000
as compared to working capital of $$4,113,614December consisting31, 2024.
The Company had a net loss of cash$2,307,607 for the year ended December 31, 2025 and cashaccumulated in bankdeficits of $494,771 and time deposits of $4,322,441$11,797,836 as of December
31, 2023.2025 Theas Companycompared had ato net loss of $2,486,044 for the year ended December 31, 2024 and accumulated deficits of $9,518,045 as of December
December 31, 2024 as compared to net loss of $2,109,935 for the year ended December 31, 2023 and accumulated deficits of $7,047,571 as
of December 31, 2023.2024.
Net
cash used in operating activities for the year ended December 31, 20242025 was $2,726,215$2,413,422 and were mainly comprised of the net loss of $2,486,044,$2,307,607,
unrealized holding gain on disposalmarketable securities of office$8,953, equipmentunrealized exchange gain of $112, the increase in accounts receivables of $28,295, the increase in inventories of $4,225,
the increase in prepaid taxes $22,322,$825,706, the increase in prepayments and deposits
of $434,447,$380,199, the increase in other receivables of $2,105,
the decrease in accounts payables (related parties) of $5,107, the decrease in customer deposits of $7,340,$21,972, the payment of operating
lease liabilities of $139,476, the$159,762, decrease inof otherincome
tax payables (related parties)payable of $7,065.$3,573. The net cash used in operating activities
was mainly offset by non-cash depreciation and amortization expense
of $57,340,$24,903, amortization of operating right-of-use assets of $139,867,
$158,924, amortization of finance assets of $29,445, unrealized holding$44,151, loss on marketable non-marketable
securities of $5,018,$1,000, allowance for expectedcredit credit
loss of $98,705,$519,442, deferredinventory taxwrite expenseoff of $220,$7,035, inventory write-down of $7,081,$11,825, the decrease
in accounts receivables of $32,132, decrease in amount due from related parties of $8,889,$162, the decrease in inventories of $3,348, the decrease
in prepaid taxes $17,406, the decrease in other receivables of $2,489, the increase in accounts payables (related parties) of $44,657,$14,010,
the increase in customer deposits of $58,581, the increase in other payables and accrued liabilities of $14,761$112,551 and the increase ofin
other income
taxpayables payable(related parties) of $4,340.$286,391.
Net
cash used in operating activities for the year ended December 31, 20232024 was $2,001,823$2,726,215 and were mainly comprised of the net loss of $2,109,935,$2,486,044,
the non-cash deferred tax benefit of $220, unrealized holding gain on marketable securities of $3,493, gain on disposal of office equipment
of $1,753, the increase in inventories of $3,216,$112, the increase in accounts receivables of $53,641,$28,295, the increase in inventories of $4,225,
the increase in prepaid taxes $22,322, the increase in prepayments and deposits
of $34,532,$434,447, the decreaseincrease in other receivables of $8,961,$2,105,
the decrease in accounts payables (related parties) of $5,107, the decrease in customer deposits of $248,299,$7,340, the payment of operating
lease lease
liabilities of $147,951,$139,476, the decrease ofin incomeother taxpayables payable(related parties) of $10,591.$7,065. The net cash used in operating activities
was mainly offset by
non-cash depreciation and amortization expense of $75,982,$57,340, amortization of operating right-of-use assets of $147,212,$139,867,
amortization provisionof finance assets of $29,445, unrealized holding loss on marketable securities of $5,018, allowance for credit
losses loss of $29,955,$98,705,
deferred tax expense of $220, inventory write-down of $7,081, decrease in prepaidamount taxesdue from related parties of $305,567,$8,889, increase in accounts
payables (including related parties) of $38,456 and$44,657, the
increase in other payables (including related parties) and accrued liabilities of $6,670.$14,761 and the increase of income tax payable of $4,340.
Net cash used in investing activities for the year ended December 31, 2025 was $23,001,049, which was mainly from advances for investment.
Net
cash used in investing activities for the year ended December 31, 2023 was $17,251, the amount mainly resulted from the purchase property
and equipment of $52,320 and proceeds from disposal of office equipment $35,069.
Net cash provided by financing activities for the year ended December 31, 2025 was $23,498,646, consisted of the proceeds from disposal of non-marketable securities of $500, the proceeds from issuance of common stock for $23,000,000, advance from director of $520,831 and reduction of finance lease liability of $22,685.
Net
cash provided by financing activities for the year ended December 31, 2023 was $5,398,037, consisted of the proceeds from issuance of
common stock for $5,501,520, cash used for shares repurchased of $93,889 and reduction of finance lease liability of $9,594.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories obsolescence, impairment of long-lived assets, allowance for deferred tax assets, allowance for credit loss, allowance for estimation of coupon redemption and the assumptions used in the valuation of the derivative financial instruments. Following are the methods and assumptions used in determining our estimates.
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 years ended December 31, 20242025 and 2023,2024, the Company recognize an inventory write-downs of $11,825 and $7,081;
and inventory write-off of $7,035 and $0, respectively.
The
Company conducts much of its business activities in Malaysia andMalaysia, Hong Kong and China and is subject to tax in each of these jurisdictions.
Significant 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 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.
Allowance
for expected credit loss
The
Company estimates and records an allowance for its expected credit loss related to its accounts receivable. Credit losses are determined
by Current
Estimate of Expected Credit Losses model in accordance with Topic 326 – Financial Instruments – Credit Losses.
For accounts
receivable, the Company considers the age of the accounts receivable balances,
credit quality of the Company’s customers based
on ongoing credit evaluations, current economic conditions, reasonable and supportable
forecasts of future economic conditions, and other
factors that may affect the Company’s ability to collect from customers. For
the years ended December 31, 20242025 and 2023,2024, the Company
recognize an allowance for expected credit loss of $32,857$8,082 and $542,$32,857, respectively.
The
Company offers various coupon programs
to customers, which result in the potential redemption of coupons against future purchases. The
estimation of coupon redemption requires
assumptions. This estimate is based on historical redemption patterns, customer behaviourbehavior trends,
and the terms and conditions of the
coupon programs. Management considers factors such as the type of coupon, the period of validity
that could influence redemption rates.
The Company makes estimates about the likelihood and timing of coupon redemptions, which may vary
based on changing customer behaviour
behavior and economic conditions. If the actual redemption rate differs from the estimated rate, it could
impact the redemption liability and related
expenses in future periods. The allowance for coupon redemption is regularly reviewed and
adjusted as more information becomes available
to ensure that it reflects the expected redemption accurately.
OnThe
July 1, 2019, 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.
Accounting Standards Adopted in 2025
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The adoption of this accounting standard has no material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU 2023-09 requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. Details of the disclosures are set out in Note 18.
In March 2024, the FASB issued ASU 2024-01 “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards”. The ASU clarify how an entity determines whether a profits interest or similar award is within the scope of Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, by adding illustrative guidance. The guidance in ASU 2024-01 is effective for annual reporting periods beginning after December 15, 2024, and can be applied either retrospectively to all prior periods presented in the consolidated financial statements or prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. Early adoption is permitted. The adoption of ASU 2024-01 has no material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements”. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024 and has no significant impact on our financial statements.
In
December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU 2023-09
requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items
that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed
by multiplying pretax income or loss by the applicable statutory income tax rate). The ASU 2023-09 is effective for annual reporting
periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may
have on its consolidated financial statements.
In
March 2024, the FASB issued ASU 2024-01 “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest
and Similar Awards”. The ASU clarify how an entity determines whether a profits interest or similar award is within the scope of
Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, by adding illustrative guidance.
The guidance in ASU 2024-01 is effective for annual reporting periods beginning after December 15, 2024, and can be applied either retrospectively
to all prior periods presented in the consolidated financial statements or prospectively to profits interest and similar awards granted
or modified on or after the date at which the entity first applies the amendments. Early adoption is permitted. The adoption of ASU 2024-01
is not expected to have any impact on the Company’s consolidated financial statements.
In
March 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements”.
The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references
removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended
to result in significant accounting changes for most entities. The amendments in this update are effective for annual reporting periods
beginning after December 15, 2024 and are not expected to have a significant impact on our financial statements.
In November 2024, the The
FASB issued ASU 2024-03 and ASU 2025-01 “Income
Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income
Statement ExpensesExpenses, and Clarifying the Effective Date”. in November 2024
and January 2025, respectively. This ASUnew guidance requires disclosures of additional information of the nature of expenses included in
the income statement
as well as disclosures about specific expense categories in the notes to the financial statements. The requirements
of the ASUnew guidance are effective
for annual periods beginning after December 15, 2026, and for interim periods beginning after December
15, 2027, which early adoption
permitted. This updatenew guidance can be applied either retrospectively to any or all prior periods presented
in the consolidated financial statements
or prospectively to financial statements issued for reporting period after the effective date
of this Update.new guidance. The Company is currently
evaluating the effect of adopting this ASU.guidance.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU updates the accounting for internal-use software by replacing former stage-based rules with a principles-based framework. Entities will now capitalize costs associated with internal-use software only when management has authorized and committed funding and it is probable that the project will be completed and the software will be used to perform the intended function. It also supersedes website development cost guidance, moving it to ASC 350-40. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.
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
Accounting
Standards Adopted in 2024
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.
In November 2023, the FASB issued ASU 2023-07 “Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU 2023-07 is intended to improve reportable segment
disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual
reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024.
The
adoption of the accounting standards has no material impact on the consolidated financial statements for the year ended December 31,
2024.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “For the six months ended June 30, 2026 and 2025”
New heading “Selling expenses”
New heading “Commission expenses”
New heading “General and administrative expenses (“G&A expenses”)”
Removed heading “Provision of Health and Wellness services - Performance obligations satisfied at a point in time”
Largest changes
“The Company’s liquidity remains subject to substantial doubt regarding its ability to continue as a going concern. Although the Company had current assets of $24,834,565 as of June 30, 2026, substantially all of these assets consisted of $24,531,431 deposit paid to Bi Cheng Investment Management Limited to identify and manage investment opportunities, for which no investment had been identified as of the reporting date. …”see in full comparison
“Provision of Health and Wellness services - Performance obligations satisfied at a point in time”see in full comparison
Full comparison: every changed paragraph (72)
ASL is a limited company
incorporated on August 8, 2003, under the laws of Malaysia.
On
November November
11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. (“DSY Wellness”) with an independent third
party party
which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies.
On June 11, 2026, AATP LB disposed its 60% equity interest in DSY Wellness to the same independent third party pursuant to the board
resolution.
For
the three months ended MarchJune 31,30, 2026 and
2025
We
generated revenue of $273,658, which comprised
revenue from the Company’s network marketing business of $12,332 (approximately 4.5% of revenue); and revenue from the Company’s
operations in the provision of complementary health therapies of $252,069 (approximately 92.1% of revenue); $9,257 from skin care and
healthcare products (approximately 3.4% of revenue) and $0 from the operation in green energy (approximately 0% of revenue) for the three
months ended March 31, 2026 as compared to $289,037,$13,693, which comprised revenue from the Company’s network marketing business of $26,547
$7,996 (approximately 9.2% 58.4%
of revenue); and revenue from the Company’s operations in the provision of complementary health therapies of
$252,246 (approximately 87.3% of revenue); $8,679$5,697 from skin care and healthcare products (approximately 3.0%41.6% of revenue) and $1,565no revenue from the operation in green
energy for the three months ended June 30, 2026 as compared to $207,029, which comprised revenue from the Company’s network marketing
business of $16,149 (approximately 7.8% of revenue); $55,446 from skin care and healthcare products (approximately 26.8% of revenue)
and $135,434 from the operation in green energy (approximately 0.5%65.4% of revenue) for the three months ended MarchJune 31,30, 2025. Revenue from
the Company’s
network marketing business decreased by $14,215$8,153, or approximately 53.5%.50.5%. Revenue from the Company’s operations in the provision of
complementary health therapies decreased by $177 or approximately 0.01%. Revenue from the Company’s operations in wellness and wellbeing
lifestyle increaseddecreased by $578$49,749 or approximately 6.7%89.7% and the revenue from the operation in green energy decreased
by $1,565$135,434 or approximately
100% to $0. Total revenue decreased significantly by $15,379$193,336 or approximately 5.3%.93.4%.
The decrease in revenue from the Company’s network marketing business was primarily due to limited product range available for sale compared to the prior year period. The decrease in revenue from the Company’s wellness and wellbeing lifestyle business was due to fewer wellness-related activities and programs conducted during the period, resulting in lower sales. The decrease in revenue from the Company’s operation in green energy was due to the Company did not secure any new projects during the current period.
The decrease in revenue from the Company’s network
marketing business was due to a strategic shift in focus toward other revenue streams aim at restoring growth and diversifying income
sources.
Cost
of revenue for the three months ended MarchJune 31,
30, 2026 amounted to $114,249$1,923 as compared to $132,751$141,661 for the three months ended MarchJune 31, 30,
2025, representeda asignificant decrease of $18,502$139,738, or approximately
13.9%. 98.6%. The decrease was due to the decreasedeclined in cost of revenue from the Company’s network marketing business and the varying gross profit
margins in the
Company’s operations in thewellness provisionand ofwellbeing complementarylifestyle healthand therapies.operation in green energy.
Gross
profit for the three months ended MarchJune 31,
30, 2026 amounted to $159,409,$11,770, represented a gross margin of 58.3%approximately 86.0% as compared
to $156,286$65,368 for the three months ended MarchJune 31,30, 2025, equivalent
to a gross margin of 54.1%.approximately 31.6%. The significant increase
in gross margin was due to the varyingCompany’s typenetwork ofmarketing healthbusiness therapiescontribute offered,higher gross profit margin associatedas compared to
withCompany’s theoperations provisionin ofwellness complementaryand healthwellbeing therapies.lifestyle and operation in green energy.
Our
operating expenses consist of selling expenses,
commission expenses and general and administrative expenses.expenses (as defined below). Total
operating expenses were $562,745 for the three months ended June 30, 2026, decreased by $124,157 or approximately 18.1% from $686,902
for the three months ended June 30, 2025.
Selling
expenses for the three months ended March
31,June 30, 2026 amounted to $37,149$30,315 as compared to $63,052$59,863 for the three months ended MarchJune 31,30, 2025, represented
a decrease of $25,903$29,548, or approximately
41.1%, mainly due to the decrease in advertisement cost.49.4%. The Company’s selling expenses typically comprise of salaries
and benefits expenses, credit card processing fees, advertisement and promotional expenses.
Commission expenses were $3,397 and $16,019 for the three months ended June 30, 2026 and 2025, respectively, a significant decrease of $12,622, or approximately 78.8%. The Company pays commission in the Company’s network marketing business and the operation in wellness and wellbeing lifestyle. The decrease in commission expenses was due to the decline in revenue of network marketing business and the operation in wellness and wellbeing lifestyle.
Commission expenses were $4,920 and $7,945 for the
three months ended March 31, 2026 and 2025, respectively. The decrease in commission expenses was in line with the decrease in revenue
in the Company’s network marketing business.
G&A
expenses for the three months ended March
31,June 30, 2026 amounted to $794,712,$529,033, as compared to $805,693$611,020 for the three months ended MarchJune 31,30, 2025, represented
a decrease of $10,981$81,987, or
approximately 1.4%. The decrease in G&A expenses was mainly due to the decrease in company event and activities.13.4%. The Company’s
G&A expenses typically comprise of salaries
and benefits expenses, rental expenses, professional
expenses, depreciation expenses and other expenses. The decrease in G&A
expenses was mainly due fewer activities in the operation in wellness and wellbeing lifestyle.
Other
Income Income,(Expenses), Net
For
the three months ended MarchJune 31,30, 2026, wethe Company recorded
an amount of $336,466$634,566 as net other income, net, as compared to $7,485$13,709 other income,
net, for the three months ended MarchJune 31,30, 2025, represented aan significant
increase of $408,492$620,857, or approximately 5,457.5%.4,528.8%.
The
net other income of $336,466$634,566 recordedgenerated during the
three months ended MarchJune 31,30, 2026 comprised of other incomeincome, net of $1,776,$3,113, unrealized
holding gainloss on marketable securities of $12,232$15,387, gain on disposal of assets of $1,813 and
foreign currency exchange gain of $322,459.$645,027.
The
net other income of $7,485$13,709 recordedgenerated during the
three months ended MarchJune 31,30, 2025 comprised of other income, net of $6,381, interest
income of $5,615, interest income of $3,263,$153, unrealized holding lossgain on marketable
securities of $1,096$7,748 and foreign currency exchange loss of $297.$573.
Income Tax (Expense) Credit
The Company did not generate taxable income and recorded $0 provision for income taxes for the three months ended June 30, 2026 and 2025, respectively.
Net
gain loss decreasedincreased by $451,524$772,683 from net loss of $712,919
for the three months ended March 31, 2025 to net loss of $340,906$623,246 for the three months ended MarchJune 31,30, 2025 to net gain of $149,437 for the three months
ended June 30, 2026, mainly due to reasons as
discussed above.
For the six months ended June 30, 2026 and 2025
Revenue
We generated revenue of $35,281, which comprised revenue from the Company’s network marketing business of $20,327 (approximately 57.6% of revenue); $14,954 (approximately 42.4% of revenue) from skin care and healthcare products and no revenue from the operation in green energy for the six months ended June 30, 2026 as compared to $243,820, which comprised revenue from the Company’s network marketing business of $42,696 (approximately 17.5% of revenue); $64,125 from skin care and healthcare products (approximately 26.3% of revenue) and $136,999 from the operation in green energy (approximately 56.2% of revenue) for the six months ended June 30, 2025. Revenue from the Company’s network marketing business decreased by $22,369, or approximately 52.4%. Revenue from the Company’s operations in wellness and wellbeing lifestyle decreased significantly by $49,171 or approximately 76.7% and the revenue from the operation in green energy decreased by $136,999 or approximately 100% to $0. Total revenue significantly decreased by $208,539 or approximately 85.5%.
The decrease in revenue from the Company’s network marketing business was primarily due to limited product range available for sale compared to the prior year period. The decrease in revenue from the Company’s skin care and healthcare products was due to fewer wellness-related activities and programs conducted during the period, resulting in lower sales. The decrease in revenue from the Company’s operation in green energy was due to the Company did not secure any new projects during the current period.
Cost of Revenue
Cost of revenue for the six months ended June 30, 2026 amounted to $7,218 as compared to $156,670 for the six months ended June 30, 2025, a significant decrease of $149,452, or approximately 95.4%.
The decrease was due to the declined in cost of revenue in the Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Cost of revenue typically comprise of freight-in, cost of goods purchased, packing materials and services acquired.
Gross Profit
Gross profit for the six months ended June 30, 2026, amounted to $28,063, represented a gross margin of approximately 79.5% as compared to $87,150 for the six months ended June 30, 2025, equivalent to a gross margin of approximately 35.7%. The increase in gross margin was due to the Company’s network marketing business contribute higher gross profit margin as compared to Company’s operations in wellness and wellbeing lifestyle and operation in green energy.
Operating Expenses
Our operating expenses consist of selling expenses, commission expenses, general and administrative expenses. Total operating expenses were $1,223,172 for the six months ended June 30, 2026, decreased by $170,991 or approximately 12.3% from $1,394,163 for the six months ended June 30, 2025.
Selling expenses
Selling expenses for the six months ended June 30, 2026 amounted to $65,087 as compared to $120,399 for the six months ended June 30, 2025, a decrease of $55,312, or approximately 45.9%, mainly due to the decrease in advertisement cost and marketing event related expenses. The Company’s selling expenses typically comprise of salaries and benefits expenses, credit card processing fees, advertisement and promotional expenses.
Commission expenses
Commission expenses were $7,845 and $23,964 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $16,119, or approximately 67.3%. The Company pays commission in the Company’s network marketing business and the operation in wellness and wellbeing lifestyle. The decrease in commission expenses was due to the decline in revenue of network marketing business and the operation in wellness and wellbeing lifestyle.
General and administrative expenses (“G&A expenses”)
G&A expenses for the six months ended June 30, 2026 amounted to $1,150,240, as compared to $1,249,800 for the six months ended June 30, 2025, a decrease of $99,560, or approximately 8.0%. The decrease in G&A expenses was due to fewer activities in the operation in wellness and wellbeing lifestyle. The Company’s G&A expenses typically comprise of salaries and benefits expenses, rental expenses, professional expenses, depreciation expenses and other expenses.
Other Income (Expenses), Net
For the six months ended June 30, 2026, the Company recorded an amount of $971,012 as other income, net, as compared to $21,194 for the six months ended June 30, 2025, represented a significant increase of $949,818 or approximately 4,481.5%.
The net other income of $971,012 generated during the six months ended June 30, 2026 comprised of other income, net of $4,869, unrealized holding loss on marketable securities of $3,155, foreign currency exchange gain of $967,485 and gain on disposal of assets of $1,813. The net other income of $21,194 generated during the six months ended June 30, 2025 comprised of other income, net of $11,996, interest income of $3,416, unrealized holding gain on marketable securities of $6,652 and foreign currency exchange loss of $870.
Income Tax Expense (Credit)
The Company did not generate taxable income and recorded $0 provision for income taxes for the six months ended June 30, 2026 and 2025, respectively.
Net Loss
Net loss decreased by $1,144,696 from net loss of $1,336,165 for the six months ended June 30, 2025 to net loss of $191,469 for the six months ended June 30, 2026, mainly due to reasons as discussed above.
As
of MarchJune 31,30, 2026, the Company had working capital
of $21,918,986$21,895,248 consisting of cash and cash in bank of $207,296 and time deposits of $1,866$45,480 as compared to working
capital of $22,236,994
consisted of cash and cash in bank of $140,072 and time deposits of $0$89,651 as of December 31, 2025. The Company had a net loss of $340,906$191,469
for the threesix months ended MarchJune 31,30, 2026 and accumulated deficits of $12,125,455$11,972,452 as of MarchJune 31,30, 2026 as compared to net loss of $2,307,607
for the year ended December 31, 2025 and accumulated deficits of $11,797,836 as of December 31, 2025.
The Company’s liquidity remains subject to substantial doubt regarding its ability to continue as a going concern. Although the Company had current assets of $24,834,565 as of June 30, 2026, substantially all of these assets consisted of $24,531,431 deposit paid to Bi Cheng Investment Management Limited to identify and manage investment opportunities, for which no investment had been identified as of the reporting date. Management intends to improve liquidity by increasing revenue, controlling operating costs and expenses, obtaining additional financing, and pursuing new investment opportunities. However, there can be no assurance that these plans will be successfully implemented or that they will generate sufficient cash flows to support the Company’s operations.
The
following summarizes the key components of our
cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:
Net
cash used in operating activities for the three
six months ended MarchJune 31,30, 2026 was $394,770, and were mainly$505,088, comprised of the net loss of $340,906,$149,337 from continuing
unrealizedoperations holdingand gainnet on marketable securitiesloss of $12,232,$42,132 from discontinued operations, unrealized exchange gain of 307,324,$974,569, increasegain inon other receivables from related
partiesdisposal of $343,discontinued
operations of $74,760, gain on disposal of assets of $1,813, the increase in prepaid taxes of $1,942,$587, the decrease in account payable (including
related parties) $30, the decrease in customer deposits of $4,908,$14,938, the payment of operating lease liabilities
of $45,587.$88,993 and the net
cash used in discontinued operations of $40,637. The net cash used in operating activities was mainly offset by non-cash depreciation
and amortization expense of $2,739,$1,070, amortization
of finance assets of $11,906,$13,518, amortization of operating right-of-use assets of $45,361,$88,593,
unrealized allowance for creditholding loss on marketable securities of
$417, $3,155, inventory write off of $2,099,$2,087, the decrease in accounts receivables
of $4,752, the decrease in other receivables from related parties of $7,765,$61, the decrease in inventories of $749,$2,364, the decrease in prepayments
prepayments and deposits of $18,137,$29,437, the decrease in other receivablereceivables of $7, increase in accounts payables (including related parties)
of $5,533,$30, the increase in other payables (including related parties) and accrued
liabilities of $223,759.$47,080 and the increase in amount due to directors of $648,651.
Net
cash used in operating activities for the three
six months ended MarchJune 31,30, 2025 was $1,453,874, and were mainly$1,948,332, comprised of the net loss of $712,919,
increase in other receivables$1,285,819 from relatedcontinuing
operations partiesand net loss of $2,194,$50,346 increasefrom indiscontinued prepaidoperations, taxesunrealized holding gain on marketable securities of $3,990,$6,652, the increase
in prepayments and deposits
of $581,028,$631,794, the decrease in accountsaccount payablespayable (including related parties) of $33,333,$41,996, the decrease in customer
deposits of $6,246,$6,533, the payment
of operating lease liabilities of $37,518,$76,876, the decrease in other payables (including related parties)
and accrued liabilities of $163,419.
$125,847 and the net cash used in discontinued operations of $25,368. The net cash used in operating activities
was mainly offset by non-cash depreciation and amortization expense of $13,709,$14,900, amortization
of finance assets of $10,634,$12,360, amortization
of operating right-of-use assets of $37,316, allowance for credit loss of
$8,280,$76,465, inventory write off of $6,777, unrealized holding loss on marketable securities of $1,096,$6,897, the decrease in accounts receivables
of $4,366,$31,462, the decrease
in other receivables from related parties of $1,626, the decrease in inventories of $2,898, and$5,034, the decrease in other receivablereceivables of $1,697.$2,517,
and the increase in amount due to directors of $101,292.
There was no net cash used in or generated from investing
activities for the three months ended March 31, 2026, as the Company did not undertake any investing activities during the period.
Net
cash usedprovided inby investing activities for the three
six months ended MarchJune 31,30, 20252026 was $23,000,649,$144, which was mainly from advancesthe forproceeds investment.of disposal of subsidiary.
Net cash used in investing activities for the six months ended June 30, 2025 was $23,000,660, which comprised of $23,000,000 for advances for investment and $660 from discontinued operations.
Net cash provided by financing activities for the six months ended June 30, 2026 was $414,045, consisted of the advance from director of $499,893, payment of finance lease liability of $7,299, payment of deferred offering costs of $73,128 and net cash used of $5,421 from discontinued operations.
Net cash provided by financing activities for the
three months ended March 31, 2026 was $496,474, which was mainly from an advance from director.
Net
cash provided by financing activities for the
three six months ended MarchJune 31,30, 2025 was $22,994,658,$23,115,678, whichconsisted was mainly fromof the proceeds from issuance of shares
of common stock.stock for $23,000,000, reduction of finance lease liability of $6,392, advance from director of $126,633 and net cash used
of $4,563 from discontinued operations.
We do not have any credit facilities or other access to bank credit.
As of March 31, 2026, we have $1,866 of time deposits placed with bank and it is pledge to a corporate credit card.
As
of MarchJune 31,30, 2026, we have no significant off-balance
sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to our
stockholders.
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 threesix months
ended MarchJune 31,30, 2026 and 2025, there were no inventory write-down; and $2,099$2,087 and $6,777$6,897 inventory
write-off respectively.
ATPC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ATPC (13F)
None of the 59 investors we track reported a position in their latest 13F.