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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
The Fiscal Year Ended December 31, 2024

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________________________

File Number 001-41835

 AGAPE

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

 Nevada

 36-4838886

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

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

 Taman
Desa, 58100 Kuala Lumpur, Malaysia.

 (Address
of principal executive offices, including zip code)

 Registrant's
phone number, including area code

 (60) 192230099

 Securities
registered pursuant to Section 12(b) of the Securities Exchange Act:

 Common
Stock, $0.0001 par value

 (Title
of Class)

 Nasdaq
Capital Market

 (Name
of exchange on which registered)

 ATPC

 (Ticker
Symbol)

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES NO

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was
required to submit and post such files). YES NO

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

 Large
Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Emerging
growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 The
aggregate market value of the Company's common stock held by non-affiliates computed by reference to the closing bid price of the
Company's common stock, as of the last business day of the registrant's most recently completed first fiscal quarter:

 $ 4,707,086.

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

 Class

 Outstanding
 at March 28, 2025

 Common
 Stock, $ 0.0001 par value

 50,005,381

 AGAPE

 FORM

 For
the Fiscal Year Ended December 31, 2024

 Page
 #

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect,"
"intend," "plan," "believe," "foresee," "estimate" and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 The
 availability and adequacy of our cash flow to meet our requirements;

 Economic,
 competitive, demographic, business and other conditions in our local and regional markets;

 Changes
 or developments in laws, regulations or taxes in our industry;

 Actions
 taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
 and other governmental authorities;

 Competition
 in our industry;

 The
 loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

 Changes
 in our business strategy, capital improvements or development plans;

 The
 availability of additional capital to support capital improvements and development; and

 Other
 risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 This
report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.

 Use
of Defined Terms

 Except
as otherwise indicated by the context, references in this Report to:

 The
 "Company," "we," "us," or "our," "Agape" are references to Agape ATP
 Corporation, a Nevada corporation.

 "Common
 Stock" refers to the common stock, par value $0.0001, of the Company;

 "Malaysia"
 is Malaysia;

 "U.S.
 dollar," "$" and "US$" refer to the legal currency of the United States;

 "RM"
 and "Ringgit" are to the legal currency of Malaysia;

 "Securities
 Act" refers to the Securities Act of 1933, as amended; and

 "Exchange
 Act" refers to the Securities Exchange Act of 1934, as amended.

 PART
I

 ITEM
1. BUSINESS

 1.
ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

 ASL
is a limited company incorporated on August 8, 2003, under the laws of Malaysia.

 On
September 11, 2020, the Company incorporated Wellness ATP International Holdings Sdn. Bhd. ("WATP"), a wholly owned subsidiary
under the laws of Malaysia, to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services
that includes online editorials, programs, events and campaigns on how to achieve positive wellness and lifestyle. On July 4, 2024, the
entity changed its name to Cedar ATPC Sdn. Bhd. ("CEDAR").

 On
November 25, 2024, CEDAR increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share.

 On
November 11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. ("DSY Wellness") with an independent third
party which AATP LB owns 60% of the equity interest, to pursue the business of providing complementary health therapies.

 The
Company and its subsidiaries are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to
supply high-quality health and wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation,
anti-aging and products designed to improve the overall health system of the human body and various wellness programs.

 The
Company is positioning itself for sustainable growth by diversifying its operations into the domain of renewable energy. This initiative
is founded upon our commitment to environmental responsibility, long-term value creation, and proactive adaptation to global energy trends.
On January 3, 2024, the Company formed an equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise
(M) Sdn. Bhd. ("OIE"), which the Company and OIE each own 50% of the equity interest. On March 14, 2024, the Company acquired
50% of OIE ATPC Holdings (M) Sdn. Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company.
On June 7, 2024, the entity changed its name to ATPC Green Energy Sdn. Bhd ("AGE").

 On
September 19, 2024, AGE increased its number of ordinary shares to 1,000,000 shares at RM 0.01 per share.

 On
January 8, 2024, AGE formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd ("ATPC Exim"). However, the Company had decided
not to proceed with the continued development of ATPC Exim. There is no impact to the Group's operation.

 On
December 25, 2024, the Company incorporated ATPC Technology Private Limited ("ATPC Tech") in China, a wholly owned subsidiary
in AATP HK to collaborate with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online
consultations, chronic disease management, and robust supply chain services catering to ASEAN market.

 The
accompanying consolidated financial statements reflect the activities of the Company, AATP LB, AATP HK, CEDAR, ASL, DSY Wellness, AGE,
ATPC Exim, ATPC Tech and its variable interest entity ("VIE"), Agape S.E.A. Sdn. Bhd. ("SEA") (See Note 4).

 Details
of the Company's subsidiaries:

 Subsidiary
 company name

 Place
 and date of incorporation

 Particulars
 of issued capital

 Principal

 Proportional
 of ownership interest and voting power held

 1.

 Agape
 ATP Corporation

 Labuan,
 March 6, 2017

 shares of ordinary share of US$1 each

 Investment
 holding

 100%

 2.

 Agape
 ATP International Holding Limited

 Hong
 Kong, June 1, 2017

 1,000,000
 shares of ordinary share of HK$1 each

 Wholesaling
 of health and wellness products; and health solution advisory services

 100%

 3.

 Agape
 Superior Living Sdn. Bhd.

 August 8, 2003

 9,590,598

 Health
 and wellness products and health solution advisory services via network marketing

 99.99%

 4.

 Agape
 S.E.A. Sdn. Bhd.

 March 4, 2004

 VIE
 of Agape Superior Living Sdn. Bhd.

 VIE

 5.

 Cedar
 ATPC Sdn. Bhd. (formerly known as Wellness ATP International Holdings Sdn. Bhd.)

 September 11, 2020

 The
 promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events
 and campaigns

 100%

 6.

 DSY
 Wellness International Sdn Bhd.

 November 11, 2021

 1,000

 Provision
 of complementary health therapies

 60%

 7.

 ATPC
 Green Energy Sdn. Bhd. (Formerly known as OIE ATPC Holdings (M) Sdn. Bhd.)

 March 14, 2024

 1,000,000
shares of ordinary share of RM0.01 each

 Renewable
energy

 100%

 8.

 OIE
ATPC Exim (M) Sdn. Bhd.

 March 14, 2024

 1,000

 Renewable
energy

 100%

 9.

 ATPC
Technology Private Limited

 China, December
 25, 2024

 50,000
 shares of ordinary share of CNY1 each

 Digital
wellness platform

 100%

 Business
Overview

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

 We
currently offer two series of products: ATP Zeta Health Program and E.A.T.S. The ATP Zeta Health Program is a health program designed
to assist in the elimination of various diseases caused by environmental pollutants, unhealthy dietary intake and unhealthy lifestyles.
The program aims to promote improved health and longevity through a combination of modern health supplements, proper nutrition and advice
from skilled dieticians. The Easy and Tasty Series ("E.A.T.S") is crafted to bring nutritious lifestyle in convenient approach
to maintain healthy living.

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

 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.

 Our
Products

 We
offer two series of products: (i) ATP Zeta Health Program and (ii) E.A.T.S. in ASL.

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

 The
E.A.T.S is crafted to bring nutritious lifestyle in convenient approach to maintain healthy living.

 DSY
Wellness provides complementary health therapies based on the health screening test report to prescribe the products and therapies.

 AGE
provides products, technical knowledge and solutions for sustainability, energy savings and promoting environmental stewardship.

 Our
Business Model

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

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

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

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

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

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

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

 Our
Customers

 General

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

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

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

 Structure
of the membership program

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

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

 Top
performing distributors with their own physical stores may also become stockists of the Company, whereby they enjoy benefits such as
maintaining a certain amount of the Company's inventory in their store premises. The stockists shall account to the Company for
all products sales from their store premises as monitored through the Company's centralized stock tracking system. The stockists
shall have the option to either return or exchange the Company's inventory consigned to them that are unsold.

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

 Number of Distributors

 Number of Members

 Total Number of Distributors and Members

 As at December 31, 2024

 56,465

 72,193

 128,658

 Distributors'
and members' earnings

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

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

 Distributors
and members motivation and training

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

 Our
Suppliers

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

 Quality
Control

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

 Inventory

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

 Seasonality

 The
Company's business is generally not subject to any seasonality factors.

 Warranty

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

 Historically,
product returns have not been significant.

 E-commerce
system

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

 Intellectual
Property

 We
consider trademarks, patents and copyrights to protect our intellectual property rights critical to our success. We are the registered
owner of five registered trademarks in Malaysia. We are also the registered owner of domain named "agapeatpgroup.com".

 Employees

 As
at December 31, 2024, we had 16 employees (excluding our Directors). The following table sets forth the number of employees by function:

 Function

 Number of
 employees

 Senior Management

 Business Development Department

 Finance Department

 Human Resources Department

 Operations Department

 Technology Infrastructure Department

 Total

 Insurance

 The
Employees' Social Security Act, 1969, Malaysia mandates employers and employees to make a monthly contribution to the Social Security
Organisation, Malaysia, ("SOCSO") for any employee who is employed for wages paid under a contract of service or apprenticeship
with an employer for the purpose of providing social security protection to employees and their dependents against occupational injuries,
including industrial accident, accident during emergency at the employers' premises, occupational diseases and commuting accidents.
Depending on the monthly wages earned by the employee, employers shall cause to be deducted from the respective employee's wages,
amounts that ranges between RM0.10 to RM29.75 for monthly wages between RM30 to RM6,000. The employers' contribution corresponds
to the said rates are between RM0.4 to RM104.15. Rates applicable to both the employee and employer are fixed at the maximum rate of
RM29.75 and RM104.15 respectively. Employees who have attained 60 years of age are not required to contribute to the scheme. The employer's
responsibility towards this group shall be at a reduced rate which ranges between MYR0.30 to RM74.40 for the said wage band.

 Other
than SOCSO, effective January 1, 2018, employees and employers in the private sector are mandated to contribute to an employment insurance
system, ("EIS") under the Employment Insurance System Act, 2017. Both the employee and employer shall contribute at an equal
rate at 0.2% of the employee's wages under the scheme, subject to a maximum monthly wage rate of RM6,000. No further contribution
to the scheme is required from the employee or the employer for employees who have attained 60 years of age; and employees aged 57 and
above who have no prior contributions are exempted.

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

 Regulations

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

 ITEM
1A. RISK FACTORS

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

 For
the year ended December 31, 2024, we purchased $335,494 and $98,391 from two of our major suppliers, represented approximately 59.8%
and 17.5% respectively, of our total purchases. Our business, financial condition and operating results depend on the continuous supply
of products from our major suppliers and our continuous supplier-customer relationships with them. Our heavy reliance on our major suppliers
for the supply of our products will have significant impact on our business and results of operation in the event of any shortage of,
or delay in the supply.

 We
currently do not have long term supply agreements with our two largest suppliers for the year ended December 31, 2024, 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.

 Furthermore,
in the event of any delay in delivery of the products to us, our cash flow or working capital may be materially and adversely affected
as a result of the corresponding delay in delivery of our products to our customers, and hence the delay in our receipt of payment from
our customers.

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

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

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

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

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

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

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

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

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

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

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

 We
may be unable to protect our intellectual property rights.

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

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

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

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

 We
operate in a heavily regulated industry.

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

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

 We
had previously relied on our variable interest entity, Agape S.E.A. Sdn Bhd, in Malaysia for our business operations, which may not be
as effective in providing operational control or enabling us to derive economic benefits as through ownership of controlling equity interests.
While we no longer rely on Agape S.E.A. Sdn Bhd for our operations, we may do so in the future.

 Agape
S.E.A. Sdn Bhd's equity at risk was insufficient to finance its business activities and it provided all of the Company's
purchases during the fiscal years ended December 31, 2020 and 2019. As a result, it is considered to be a variable interest entity ("VIE")
and the Company is the primary beneficiary since it has both of the following characteristics, (a) the power to direct the activities
of the VIE that most significantly impact the VIE's economic performance; and (b) the obligation to absorb losses of the VIE that
could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the
VIE. However, the Company no longer relied on the VIE after the fiscal year ended December 31, 2020. For the years ended December 31,
2024 and 2023, Agape S.E.A. Sdn Bhd did not provide any purchase to the Company. In addition, Agape S.E.A.'s impact to our consolidated
financial statements constitutes less than 1% of our total consolidated assets. While the Company have not made any purchases from the
VIE for the year ended December 31, 2024, we may expect to continue to rely on ASL's beneficiary ownership structure with Agape
S.E.A. to operate our business.

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

 Our
management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange
Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive
and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records in reasonable
detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or
directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company's assets that could have a material effect on the financial statements.

 In
connection with the audit of our consolidated financial statements as of December 31, 2024, we identified two "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.

 We
have taken measures and plan to continue to take measures to remedy these material weaknesses. The measures that we are planning to take
include, but not limited to, hiring full-time personnel with appropriate levels of accounting knowledge and experience to address the
U.S. GAAP or provide training and development opportunities for existing personnel to enhance their accounting knowledge and expertise
and forming an internal audit function and have plans to hire internal auditors to strengthen our overall governance. If hire full time
internal auditors is not feasible, we plan to engage a consulting firm that specializes in compliance and internal controls as a temporary
solution. All internal auditors will be independent of our operations and will report directly to the audit committee. The implementation
of these measures may not fully address the material weaknesses in our internal control over financial reporting, and we cannot conclude
that they have been fully remedied. Our failure to correct theses material weaknesses or our failure to discover and address any other
material weaknesses could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable
financial reporting requirements and related regulatory filings on a timely basis.

 As
a public company, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or SOX 404, will require
that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on
Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer. Our management may conclude that our
internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over
financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may
issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented,
designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

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

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

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

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

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

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

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

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

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

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

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

 We
launched our ATP Zeta Super Health Program business in June 2016, the same month in which our Company was incorporated, followed by our
"ENERGETIQUE", "BEAUNIQUE" and "E.A.T.S." series in July 2018, March 2019 and March 2023 respectively.
Due to the poor response from distributors to "ENERGETIQUE" and "BEAUNIQUE" series, we decided to discontinue
the two series in December 2022. We have limited experience in most aspects of our business operation, such as sourcing products for
and offering advisory services on all the three programs. As our business develops and as we respond to competition, we may continue
to introduce new product and services offerings and make adjustments to our existing product line and services and to our business operation
in general. Any significant change to our business model that does not achieve expected results may have a material and adverse impact
on our financial condition and results of operations. It is therefore difficult to effectively assess our future prospects.

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

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

 manage
 our future growth;

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

 maintain
 and enhance our relationships with customers and distributors;

 improve
 our operational efficiency;

 attract,
 retain and motivate talented employees;

 cope
 with economic fluctuations;

 navigate
 the evolving regulatory environment; and

 defend
 ourselves against legal and regulatory actions.

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

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

 Our
total revenues decreased by approximately 7.6% from approximately $1.4 million for the year ended December 31, 2023 to approximately
$1.3 million for the year ended December 31, 2024. Our gross profit decreased by approximately 18.9% from approximately $0.9 million
for the year ended December 31, 2023 to approximately $0.7 million for the year ended December 31, 2024.

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

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

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

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

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

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

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

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

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

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

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

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

 Our
business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence
and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income,
recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates,
tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations,
outbreak of viruses, illnesses, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of
the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security.

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

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

 We
earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Malaysian
Ringgit and the Hong Kong Dollar. 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.

 Our
business depends on the continued contributions made by Mr. How Kok Choong, as our key executive officer, the loss of who may result
in a severe impediment to our business.

 Our
success is dependent upon the continued contributions made by our CEO and President, Mr. How Kok Choong. We rely on his expertise in
business operations when we are developing our business. We have no "Key Man" insurance to cover the resulting losses in
the event that any of our officer or directors should die or resign.

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

 Our
future success depends on our ability to attract and retain qualified long-term staff to fill management, technology, sales, marketing,
and customer services positions. We have a great need for qualified talent, but we may not be successful in attracting, hiring, developing,
and retaining the talent required for our success.

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

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

 Risks
Related to our Industry

 Our
business and reputation may be affected by product liability claims, litigation, customer complaints, product tampering, food safety
issues, food-borne illnesses, health threats, quality control concerns or adverse publicity relating to our products. Product liability
insurance of our supplier may not cover our liability sufficiently or at all.

 Like
other consumer product manufacturers, sale of our products involves an inherent risk of our products being found to be unfit for consumption
or cause illness. Products may be rendered unfit for consumption due to raw materials or product contamination or degeneration, presence
of microbials, illegal tampering of products by unauthorized third parties or other problems arising during the various stages of the
procurement, production, transportation and storage processes. The occurrence of such problems may result in customer complaints, fines,
penalties or adverse publicity causing serious damage to our reputation and brand, as well as product liability claims, other legal disputes
and loss of revenues. Under certain circumstances, we may be required to recall our products. Even if a situation does not necessitate
a product recall, we cannot assure you that product liability claims or other legal disputes will not be asserted against us as a result.
Product liability insurance of our supplier may not cover our liability sufficiently or at all and will not cover liability that arises
out of our default such as mishandling, poor storage condition and/or contamination of the products by us. As a result, a product liability
or other judgment against us, or a product recall, could have a material adverse effect on our business, financial condition or results
of operations.

 Our
business is susceptible to food-borne illnesses. We cannot assure you that we are able to effectively prevent all diseases or illnesses
caused by our products or contamination of our products. Furthermore, our reliance on third-party product suppliers means that food-borne
illness incidents could be caused by our suppliers outside of our control. New illnesses may develop in the future, or diseases with
long incubation periods could arise that could give rise to claims or allegations on a retroactive basis. Reports in the media of instances
of food-borne illnesses or health threats of our products or any of their major ingredients could adversely and significantly affect
our sales, and have significant negative impact on our results of operations. This risk exists even if it were later determined that
the illness or health threat in fact was not caused by our products.

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

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

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

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

 Risks
Related to Doing Business in Malaysia

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

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

 Negative
developments in Malaysia's socio-political environment may adversely affect our business, financial condition, results of operations
and prospects. The Malaysian economy registered modest growth of approximately 5.1 % and 3.0% in December 31, 2024 and December
31, 2023 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.

 We
are subject to foreign exchange control policies in Malaysia.

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

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

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

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

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

 consumer spending patterns in our key markets;

 currency and interest rate fluctuations;

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

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

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

 Risks
Related to our Common Stock

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

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

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

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

 In
addition, under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that
our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate
sufficient profits.

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

 Wherever
possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that
the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities.
On February 5, 2025, the Company obtained approval from stockholders in a special meeting to increase number of authorized common stock
from 50,000,000 to 500,000,000 and to issue 46,000,000 shares of common stock at $0.0001 per share. On February 28, 2025, the Company
signed shares subscription agreement with 18 subscribers to issue 46,000,000 shares of common stock at the price of $0.50 per share (the
"Private Placement"). Immediately prior to the Private Placement, the Company had a total of 4,005,381 shares of common stock
issued and outstanding. Immediately after the closing of the Private Placement, the Company is expected to have a total of 50,005,381
shares of common stock issued and outstanding. In the future, we may issue our authorized but previously unissued equity securities,
resulting in the dilution of the ownership interests of our stockholders. We may issue additional shares of common stock or other securities
that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions,
future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional
shares of our common stock may create downward pressure on the trading price of the common stock. We expect we will need to raise additional
capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional
shares, warrants or other convertible securities in the future in conjunction with these capital-raising efforts, including at a price
(or exercise prices) below the price you paid for your stock.

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

 We
are currently a "smaller reporting company", meaning that we are not an investment company, an asset-backed issuer, or a
majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $100 million during
the most recently completed fiscal year. In the event that we are still considered a "smaller reporting company," at such
time as we cease being an "emerging growth company," we will be required to provide additional disclosure in our SEC filings.
However, similar to an "emerging growth companies", "smaller reporting companies" are able to provide simplified
executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial
reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required
to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as
a "smaller reporting company" may make it harder for investors to analyze our results of operations and financial prospects.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
2. PROPERTIES

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

 ITEM
3. LEGAL PROCEEDINGS

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 On
August 15, 2024, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the "Certificate
of Change") to effect a reverse split of the Company's Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"),
effective as of August 30, 2024. On that date, every 20 issued and outstanding shares of the Company's Common Stock were automatically
converted into one outstanding share of Common Stock. As a result of the Reverse Stock Split, the number of the outstanding shares of
Common Stock decreased from 77,069,575 (pre-split) shares to 3,853,504 (post-split) shares. In addition, by reducing the number of outstanding
shares, the Company's loss per share in all prior periods increased by a factor of 20. The Reverse Stock Split affected all shares
of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split.

 Stockholders
who hold a number of pre-reverse stock split shares of the Company's Common Stock not evenly divisible by 20 are entitled the number
of shares rounded up to the nearest whole share. The Company will issue share of the post-Reverse Stock Split Common Stock to any stockholder
who would have received a fractional share as a result of the Reverse Stock Split.

 The
Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder's percentage of ownership
interest. The par value of the Company's Common Stock remained unchanged at $0.0001 per share and the number of authorized shares
of Common Stock reduced from 1,000,000,000 shares to 50,000,000 shares after the Reverse Stock Split.

 Holders

 As
of December 31, 2024, we had 3,989,056 shares of our Common Stock par value, $0.0001 issued and outstanding. There were 1,392 record
holders of our Common Stock.

 Transfer
Agent and Registrar

 Our
transfer agent is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212)
828-843.

 Dividend
Policy

 Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare
or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors
currently intends to retain all earnings for use in the business for the foreseeable future.

 Equity
Compensation Plan Information

 Currently,
there are no equity compensation plan in place.

 Unregistered
Sales of Equity Securities

 None.

 Purchases
of Equity Securities by the Registrant and Affiliated Purchasers

 None.

 ITEM
6. SELECTED FINANCIAL DATA

 The
following table sets forth selected financial data as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023.
This selected financial data should be read in conjunction with the consolidated financial statements and related notes included in Item
15 of this Annual Report.

 Years
 Ended December 31,

 2024

 2023

 $
 1,322,747

 $

 Net
 loss attributable to Agape ATP Corporation

 $
 (2,470,474
)

 $
 (2,101,985
)

 Loss
 per share – basic and diluted

 $
 (0.63
)

 $
 (0.55
)

 As
 of December 31,

 2024

 2023

 Total
 assets

 $
 3,240,020

 $
 5,744,494

 Total
 liabilities

 $
 1,310,899

 $
 1,363,631

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Report.

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

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

 Overview

 Agape
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.

 Results
of Operation

 For
the years ended December 31, 2024 and 2023

 We
generated revenue of $1,322,747, which comprised of revenue from the Company's network marketing business of $137,050 (approximately
10.4%); revenue from the Company's operations in the provision of complementary health therapies of $1,120,843 (approximately 84.7%);
$22,091 from skin care and healthcare products, a new revenue stream from the Company's operations in wellness and wellbeing lifestyle
and $42,763 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.

 Total
revenue for the year ended December 31, 2024 decreased by $108,341, or approximately 7.6% from the year ended December 31, 2023. Revenue
from the Company's network marketing business decreased significantly by $259,072, or approximately 65.4%, whereas the revenue
from the provision of complementary health therapies increased by $87,622, or approximately 8.5%, new revenue streams $22,091 from the
Company's operations in wellness and wellbeing lifestyle and $42,763 from the operation in green energy. The decreased 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
business during fiscal year 2024 as compared to prior years due to the company strategically shifting the business focus from 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 operations in wellness and wellbeing lifestyle and ventured into green
energy industry by providing products, technical knowledge and solutions for sustainability and energy savings. However, the increased
of approximately $64,854 from new revenue streams was less than the significant decrease of revenue related to the sales of existing
products related to network marketing business. The revenue increase 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 complementary health
therapies as preventive care and wellness 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.

 Cost
of Revenue

 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

 Gross
profit for the year ended December 31, 2024 amounted to $759,148, represented a gross margin of approximately 57.4%, as compared to $936,572
for the year ended December 31, 2023, which was equivalent to a gross margin of approximately 65.4%. The decrease in gross profit margin
in year ended December 31, 2024 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 our network marketing business was approximately 69.6% and 84.1% for the years ended December 31, 2024
and 2023, respectively; the gross profit margin related to our provision of complementary heath therapies business was approximately
59.1% and 58.5%, respectively; 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% and 2.9% respectively, for the year ended December 31, 2024.
In addition to that, there was $7,081 inventory write-downs during the year ended December 31, 2024, whereas no inventory write-downs
were recorded for the year ended December 31, 2023.

 Operating
Expenses

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

 Selling
expenses

 Selling
expenses for the year ended December 31, 2024 amounted to $162,712 as compared to $629,003 for the year ended December 31, 2023, a significant
decrease of $466,291, or approximately 74.1%. The Company's selling expenses typically comprise salaries and benefits expenses,
credit card processing fees and promotional expenses. The significant decrease in selling expenses was due to the decrease in promotional
expenses incurred in the network marketing business.

expenses

expenses were $34,905 and $88,132 for the years ended December 31, 2024 and 2023, respectively, representing a significant decrease of
$53,227, or approximately 60.4%. The significant decrease in commission expenses was due to the decrease in revenue from the Company's
network marketing business.

 General
and administrative expenses ("G&A expenses")

 G&A
expenses for the year ended December 31, 2024 amounted to $3,134,874, as compared to $2,366,016 for the year ended December 31, 2023,
representing an increase of $768,858, or approximately 32.4%. The Company's G&A expenses typically comprise of salaries and
benefits expenses, rental expenses, professional expenses, depreciation expenses and provision for credit losses. Upon uplisted in Nasdaq
capital market, the Company incurred Nasdaq annual listing fees, and the Company also appointed two executive directors and three independent
directors, which led the increase of executive salaries for the year ended December 31, 2024 compared to previous year.

 Other
Income (Expenses)

 For
the year ended December 31, 2024, we recorded an amount of $92,233 as other income, net as compared to $40,219 other income, net for
the year ended December 31, 2023, representing a significant change of $52,014. 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.

 Income
Tax Expense

 We
incurred income tax expense of $4,934 for the year ended December 31, 2024 as compared to $3,575 for the year ended December 31 2023.
During the year ended December 31, 2024 and 2023, our operations in Malaysia incurred income taxes expenses as a result of provision
assessment made by local tax authority for prior year tax.

 Net
Loss

 We
incurred a net loss of $2,486,044 for the year ended December 31, 2024, as compared to $2,109,935 for the year ended December 31, 2023,
an increase of $376,109, or approximately 17.8%, predominately due to reasons as discussed above.

 Liquidity
and Capital Resources

 As
of December 31, 2024, we had 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 $$4,113,614 consisting of cash and cash in bank of $494,771 and time deposits of $4,322,441 as of December
31, 2023. The Company had a net loss of $2,486,044 for the year ended December 31, 2024 and accumulated deficits of $9,518,045 as of
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.

 The
following summarizes the key components of our cash flows for the years ended December 31, 2024 and 2023:

 For
 the years ended December 31,

 2024

 2023

 Net cash used
 in operating activities

 $
 (2,726,215
)

 $
 (2,001,823
)

 Net cash used in investing

 (50,050
)

 (17,251
)

 Net cash used in financing

 (11,856
)

 5,398,037

 Effect
 of exchange rate on cash and cash equivalents

 (4,096
)

 15,067

 Net
 change in cash and cash equivalents

 $
 (2,792,217
)

 $
 3,394,030

 Operating

 Net
cash used in operating activities for the year ended December 31, 2024 was $2,726,215 and were mainly comprised of the net loss of $2,486,044,
gain on disposal of office equipment of $112, the increase in accounts receivables of $28,295, the increase in inventories of $4,225,
the increase in prepaid taxes $22,322, the increase in prepayments and deposits of $434,447, 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, the payment of operating
lease liabilities of $139,476, the decrease in other payables (related parties) of $7,065. The net cash used in operating activities
was mainly offset by non-cash depreciation and amortization expense of $57,340, amortization of operating right-of-use assets of $139,867,
amortization of finance assets of $29,445, unrealized holding loss on marketable securities of $5,018, allowance for expected credit
loss of $98,705, deferred tax expense of $220, inventory write-down of $7,081, decrease in amount due from related parties of $8,889,
increase in accounts payables of $44,657, the increase in other payables and accrued liabilities of $14,761 and the increase of income
tax payable of $4,340.

 Net
cash used in operating activities for the year ended December 31, 2023 was $2,001,823 and were mainly comprised of the net loss of $2,109,935,
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, the increase in accounts receivables of $53,641, the increase in prepayments and deposits
of $34,532, the decrease in other receivables of $8,961, the decrease in customer deposits of $248,299, the payment of operating lease
liabilities of $147,951, the decrease of income tax payable of $10,591. The net cash used in operating activities was mainly offset by
non-cash depreciation and amortization expense of $75,982, amortization of operating right-of-use assets of $147,212, provision for credit
losses of $29,955, decrease in prepaid taxes of $305,567, increase in accounts payables (including related parties) of $38,456 and the
increase in other payables (including related parties) and accrued liabilities of $6,670.

 Investing

 Net
cash used in investing activities for the year ended December 31, 2024 was $50,050, the amount resulted from the purchase property and
equipment of $50,162 and proceeds from disposal of office equipment $112.

 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.

 Financing

 Net
cash used in financing activities for the year ended December 31, 2024 was $11,856, the amount mainly for the reduction of finance lease
liability.

 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.

 Credit
Facilities

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

 Off-Balance
Sheet Arrangements

 As
of December 31, 2024, 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.

Accounting Estimates

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

 Allowance
for inventories obsolescence

 Management
reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life
of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net
realizable value. For the years ended December 31, 2024 and 2023, the Company recognize an inventory write-downs of $7,081 and $0, respectively.

 Impairment
of long-lived assets

 Long-lived
assets, including property and equipment, and intangible assets with finite lives are reviewed for impairment whenever events or changes
in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that
the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted
future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows
expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying
value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value
based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2024 and
December 31, 2023, no impairment of long-lived assets was recognized.

 Allowance
for deferred tax assets

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

 Deferred
tax assets relating to certain temporary differences and tax losses are recognized as management considers it is more likely than not
that future taxable profit will be available against which the temporary differences or tax losses can be utilized. Where the expectation
is different from the original estimate, such differences will impact the recognition of deferred tax assets and taxation in the periods
in which such estimate is changed.

 Allowance
for 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, 2024 and 2023, the Company recognize an allowance for expected credit loss of $32,857 and $542, respectively.

 Allowance for e stimation
of c oupon r edemption

 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 behaviour 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
and economic conditions. If the actual redemption rate differs from the estimated rate, it could impact the redemption liability and related
expenses in future periods. The allowance for coupon redemption is regularly reviewed and adjusted as more information becomes available
to ensure that it reflects the expected redemption accurately.

 Assumptions used in the valuation of
the derivative financial instruments

 The Company issued Representative's Warrants to purchase up to 115,500 shares of common stock at $4.4 per share,
dated October 13, 2023, to Network 1 Financial Securities, Inc. The warrants shall be exercisable at any time, and from time to time,
in whole or in part, commencing from October 13, 2023 (i.e. the date of issuance) and expiring on October 10, 2028. The Company used Black-Scholes-Merton
Model to estimate the fair value of the Warrants and recognized as equity. No subsequent measurement has been performed as the Warrants
are classified as equity.

Accounting Policies

recognition

 On
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.

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

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

 Sales
of Skin Care, Health and Wellness products

 -

 The
Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the skin care,
health and wellness products are transferred to its customer at the Company's office or shipment of the goods. The revenue is
recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of
purchase. Historically, there were insignificant sales returns.

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

 Sales
of products for the provision of complementary health therapies

 -

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

 The
Company based on the health screening test report to prescribe the products for the provision of complementary health therapies, the
Company deliver the products to the customers during the consultation session.

 Provision
of Health and Wellness services

 -

 The
Company carries out its Wellness program, where the Company's products are bundled with health screening test. The health screening
test is considered as separate performance obligations. The promises to deliver the health screening test report is separately identifiable,
which is evidenced by the fact that the Company provides separate services of delivering the health screening test report.

 The
Company based on the health screening test contracts with customers, establishes the selling price for the health screening test and
place order to the health screening center. The Company obtains control of the test report before they are delivered to the customers.
The Company analyze the test report, provides consultations to the customers, bundle it with the Company's products and services
depending on the customer's needs.

 The
Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed
and delivered to its customers during the consultation session in person.

 Sales
of products and services for the operations in green energy

 -
 Performance obligations satisfied over time

 The
Company provides products, technical knowledge and solutions for sustainability and energy savings. The Company delivered the products
to the customers and enhances the products that the customer controls. The products that the Company created has no alternative use to
the Company. The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue
based on the percentage of cost incurred.

 Fair
value of financial instruments

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

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

 Level
 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value.

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

 Recent
accounting pronouncements

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

 In
December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The ASU 2023-09
requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items
that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed
by multiplying pretax income or loss by the applicable statutory income tax rate). The ASU 2023-09 is effective for annual reporting
periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU may
have on its consolidated financial statements.

 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 FASB issued ASU 2024-03 "Income
Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses". This ASU 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 ASU are effective
for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, which early adoption
permitted. This update 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. The Company is currently
evaluating the effect of adopting this ASU.

 In November 2024, the FASB issued ASU 2024-04 "Debt
– Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". This ASU
clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced
conversion. The clarification is effective for annual reporting periods beginning after December 15, 2025, and interim periods within
those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.

 Except
for the above-mentioned pronouncements, there are no 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.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by this item are located in PART IV of this Annual Report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 As
of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on the foregoing evaluation,
our chief executive officer and chief financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures
were not effective at the reasonable assurance level due to the material weaknesses described below.

 Internal
Control Over Financial Reporting

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

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
 made only in accordance with authorizations of management and directors of the company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's
 assets that could have a material effect on the financial statements.

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

 As
of December 31, 2024, our management, including our chief executive officer and chief financial officer, assessed the effectiveness of
our internal control over financial reporting based on the criteria for effective internal control over financial reporting established
in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments. Based on such evaluation, the Company's management, including
our chief executive officer and chief financial officer, concluded that, during the period covered by this Report, internal controls
and procedures over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 Identified
Material Weakness

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

 Management,
including our chief executive officer and chief financial officer, identified the following material weaknesses during its assessment
of internal controls over financial reporting as of December 31, 2024:

 (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.

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

 Management's
Remediation Initiatives

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

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

 1.

 We
 plan to engage a consulting firm that specializes in compliance and internal controls as a temporary solution to improve the internal
 control.

 2.

 Once
 we hire additional employees, we intend to initiate a comprehensive training program and development plan to provide ongoing company-wide
 trainings regarding internal control and requirements of U.S. GAAP financial statements and related disclosures, with particular
 emphasis on our accounting staff.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

 Changes
in internal controls over financial reporting

 There
were no significant changes in our internal controls over financial reporting that occurred during the period covered by this Report,
which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

 This
annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this Annual Report on Form 10-K.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officer's and director's and their respective ages as of the date hereof are as follows:

 NAME

 AGE

 POSITION

 How
 Kok Choong

 Chief
 Executive Officer, President, Director, Chief Operating Officer, Chairman of the board of Directors and Secretary

 Wilfrendo
 Fernando Cortizo

 Executive

 John
 Hing Vong

 Executive

 Lee
 Kam Fan, Andrew

 Chief
 Financial Officer

 Ramesh
 Ruben Louis

 Independent

 Ni
 Luh Dharma Kerti Natih

 Independent

 Kadende
 Kaiser Rose Marie

 Independent

 Ting
 Wan Lock

 Vice
 President, Corporate Finance

 Set
forth below is a brief description of the background and business experience of our executive officer and director for the past five
years.

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

 Dr.
Wilfrendo Fernando Cortizo has more than 30 years
of experience in the fields of microbiology and biotechnology. Prior to join the Company, Dr. Cortizo served as a National Health and
Medical Research Council (NHMRC) Research Officer at the Department of Medicine Monash Medical School, Alfred Hospital, Melbourne Australia
from 1987 to 1989. From 1989 to 1990, Dr. Cortizo served as a Protein Chemist and Research Officer at the Commonwealth Serum Labs (CSL)
Australia's largest Pharmaceutical Company. From 1991 to 1994, Dr. Cortizo worked as a Manager at a number of Production Departments
at CSL Bioplasma Division. From 1994 to 1995, Dr. Cortizo served as a Project Manager at the Bioplasma Division in CSL Ltd. From 1995
to 2004, Dr. Cortizo served as a Director and the Chief Executive Officer of OMX Marketing Australia Pty. Ltd. In 1998, Dr. Cortizo worked
as the International Development and Product Consultant for OMX Malaysia Sdn Bhd and OMX Marketing Philippines Pty. Ltd., Manila. From
2001 to 2003, Dr. Cortizo served a Director and the Chief Executive Director of Advance Microbials Pty. Ltd.. From 2001 to 2003, Dr.
Cortizo served as a Senior Lecturer and Research Supervisor, GSIM, Swinburne University. From 2005 to 2006, Dr. Cortizo served as a Consultant
and Technical Advisor of Pathlab Australia Pty Ltd and ADL Laboratories USA. From 2005 to 2006, Dr. Cortizo was appointed as the Nutrition
and Scientific Consultant by Vitop Group Ltd China. From 2006 to 2007, Dr. Cortizo served as an International Business Director for Goodgene
Korea. From 2007 to 2014, Dr. Cortizo served as the Chief Executive Officer and International Business Director of YourGene LLC. From
2009 to 2015, Dr. Cortizo served as a Consultant of the Agape Superior Living, Product Specialist and President of Superlife Global.
From 2009 to 2019, Dr. Cortizo served as a Director and the Chief Executive Officer of the Ageless Partners, Ageless Asia Malaysia, Thailand
and Indonesia. From 2014 to 2019, Dr. Cortizo served as a Director and the Chief Executive Officer of the Ageless Asia, Indonesia and
a Director PT. of Vichii Indonesia Jaya. Dr. Cortizo, Phd completed his early University studies at Monash University in the Biochemistry
Department and in the Faculty of Medicine. He graduated with a doctorate degree of philosophy from Monash University in 1988, and graduated
with a bachelor of science with honours from Monash University in 1981.

 Mr.
Lee Kam Fan, Andrew serves as our chief financial officer. Prior to joining the Company in January 2021, Mr. Lee has approximately
38 years of accounting and finance related experience. Since July 2014, Mr. Lee has been the proprietor of Andrew Lee & Company.
From June 2010 to June 2022, Mr. Lee served as an adjunct lecturer of the HKICPA Professional Examinations Preparatory Programme at HKU
Space. From January 2011 to October 2015, Mr. Lee served as the managing director at ANSA CPA Limited. From September 2010 to October
2012, Mr. Lee served as an independent non-executive director at Sunrise (China) Technology Group Limited (currently referred to as KOALA
Financial Group Limited (Hong Kong stock code: 08226)). From March 2006 to April 2017, Mr. Lee was in cooperation with Friedman LLP to
oversee financial statements are prepared in accordance with U.S. GAAP. From October 2000 to December 2010, Mr. Lee served as an audit
manager and subsequently a partner at Clodick & Company. From April 1998 to September 2000, Mr. Lee served as a director at Nitwell
Business Services Limited. From August 1994 to April 1998, Mr. Lee was an assistant audit manager at Cheng, Kwok & Chang. From July
1990 to July 1994, Mr. Lee served as an accountant at K.C. Manufacturing Company. From April 1989 to July 1990, Mr. Lee served as an
accountant at Haldane, Midgley & Booth. From January 1987 to April 1989, Mr. Lee served as an audit senior at RSM Nelson Wheeler.
From October 1985 to December 1986, Mr. Lee served as an audit assistant at Andrew Ma & Company. From April 1983 to September 1985,
Mr. Lee served as an audit Clerk at Anthony Y.T. Tse & Company. Mr. Lee is an associate member of the Institute of Chartered Accountants
in England and Wales since April 2019, a certified public accountant (practicing) of the Hong Kong Institute of Certified Public Accountants
since May 2010, a fellow member of the Association of International Accountants since December 2006, and an associate member and chartered
tax advisor of the Tax Institute of Hong Kong from July 2010 to December 2023. Mr. Lee received his bachelor's degree in business
administration at the Open University of Hong Kong (currently referred to as Hong Kong Metropolitan University) in June 2004 and his
master's degree in professional accounting from the Hong Kong Polytechnic University in November 2010.

 Mr.
Ramesh Ruben Louis, PhD serves as our independent director since October 13, 2023. Prior to joining the Company, Mr. Louis, PhD
has approximately 25 years of accounting and finance related experience. Since January 2011, Mr. Louis, PhD has been an executive director
and principal consultant of Assurance Threesixty Consulting. Since November 2009, Mr. Louis, PhD has been a professional freelance trainer
and consultant at My Learning Training Resources, where he conducted various training courses including training for MIA, ACCA, CPA Australia
ISCA Singapore. From May 2006 to October 2009, Mr. Louis, PhD was an executive director at Anuarul Azizan Chew Group, where he was involved
in internal audit, risk management and review/assessment of internal controls assignments of various organisations including public listed
companies in Malaysia. From 2000 to 2006, Mr. Louis, PhD worked in BDO Binder, where he worked in areas including corporate finance and
assurance advisory, his last role being assistant audit manager. From 1997 to 1998, Mr. Louis, PhD was an audit assistant at Arthur Andersen
& Co. Mr. Louis, PhD graduated with a bachelor of accounting from the National University of Malaysia in 2000, and graduated with
a master of business administration from the University of Strathclyde, United Kingdom in 2012. Mr. Louis, PhD obtained a doctorate of
philosophy from the University of Malaya in September, 2021. Mr. Louis, PhD became a member of CPA Malaysia in 2005, a member of the
Institute of Internal Auditors Malaysia in 2010 and a member of the Association of Chartered Certified Accountants in 2011. Mr. Louis,
PhD is also a director of AsiaFIN Holdings Corp.

 Dr.
John Hing Vong, PhD serves as our independent director from October 13, 2023. On November 15, 2024, Dr. Vong resigned as our
independent director and serve as our executive director and deputy chairman of the Company. Prior to joining the Company, Dr. Vong,
PhD has over 44 years of fintech and education experience. Dr. Vong, Phd is currently the lead of sustainable finance at ClimateWorks
Australia since September 2021, a non-executive independent council member of Regional Bank since June 2013, and a senior technical specialist
of the United Nations since May 2003. Dr. Vong, PhD has been a senior technical specialist at Asian Development Bank from January 2019
to February 2022, and a senior technical consultant at World Bank Group from September 2006 to June 2021. Dr. Vong, PhD has been a professor
at the National University of Singapore from May 2015 to April 2017, foundation director of the Fintech Academy at the Singapore Management
University from June 2013 to December 2014 and associate professor at James Cook University Singapore from February 2012 to June 2013.
From October 2008 to October 2011, Dr. Vong, PhD was a deputy chief executive officer at Sacombank in Vietnam. In 2002 Dr. Vong, PhD
was a senior consultant at PAGF- DFAT Australia in the Philippines. From February 1999 to February 2001, Dr. Vong, PhD was a team leader
at Deloitte Australia. From 1994 to 1998 Dr. Vong, PhD was a regional director- lecturer of the Massachusetts Institute Technology and
Nanyang Fellows Program at Nanyang Technological University. From May 1978 to August 1993, Dr. Vong, PhD was a senior executive at HSBC
Holdings plc in various offices in Australia and Asia. Dr. Vong, PhD completed the public disputes program in advanced negotiation at
MIT-Harvard University Consensus Building Institute in 2006. Dr. Vong, PhD graduated with a BA in economics at Birmingham City University,
and a MBA in economics strategy and finance at University of Bradford. He received his PhD from the University of Bradford in MIS business
intelligence. Dr. Vong, PhD is currently a member of CPA Australia.

 Dr.
Natih serves as our independent director since October 1, 2024. Prior to joining the Company, Dr. Natih has more than 20 years
of experience in the field of health services. Dr. Natih has been served as a Certified Hospital Accreditation Surveyor at KARS and Ministry
of Health of Indonesia from 2000 to present. Prior to joining the Company, Dr. Natih served as a director at the Department of Hospital
Planning and Operations of Ngoerah General Hospital (formerly known as RSUP Sanglah Denpasar) in Bali, Indonesia from 2000 to 2023. From
2023 to 2024, Dr. Natih served as a director at the Department of Medical and Nursing Care of RSP Goenawan in Cisarua Bogor, Indonesia.
Dr. Natih completed her early University studies at Gadjah Mada University in Yogyakarta, Indonesia in the Faculty of Medicine. She graduated
with a Master of Public Health (Health Services Management) from Flinders University in Adelaide, Australia in 2006. Dr. Natih is a Certified
Hospital Accreditation Expert at KARS Indonesia and a Certified Hospital Accreditation Surveyor Competence at the Ministry of Health
of Indonesia.

 Dr.
Rose, PhD serves as our independent director since November 15, 2024. Prior to joining the Company, Dr. Rose, PhD has more than
25 years of professional experience, serving in various roles in higher education as a college professor; in international development
as a researcher, manager and mentor; and as an independent health and wellness coach. Dr. Rose, PhD is the Founder of Season of Health,
a business specializing in health coaching, training and consultant services. From 2010 to 2012, Dr. Rose, PhD served as a Transition
Program Manager at the U.S. Centers for Disease Control and Prevention in Kigali, Rwanda. From 2009 to 2010, Dr. Rose, PhD served as
the Consultant and De Facto Country Director for US African Development Foundation Funded Program at Kilimanjaro International Burundi
Ltd. She was also an Independent Consultant for community development in 2008. Dr. Rose, PhD served as a Regional Manager for Southern
Africa and Research Analyst at Geneva Global Inc in Wayne, Pennsylvania from 2002 to 2007. From 2001 to 2005, Dr. Rose, PhD worked at
the University of Pennsylvania in Philadelphia, Pennsylvania as the Research Associate of Women's Studies Program and African Studies
Center and Visiting Scholar of the Solomon Asch Center for Study of Ethno-political Conflict. From 1997 to 2000, Dr. Rose PhD was a Lecturer
and Assistant Professor at the Department of Sociology, Anthropology, and Social Work of Mississippi State University in Mississippi
State, Mississippi. Dr. Rose, PhD completed a Bachelor of Arts in English Language and Literature at University of Burundi in 1988. Dr.
Rose, PhD obtained a doctorate of philosophy in Folklore and Women's Studies from Indiana University in 1998. She also obtained
a Diploma in Integrative Nutrition Health Coach at Institute for Integrative Nutrition in 2013.

 Mr.
Ting Wan Lock, CFA, has served as Vice President, Corporate Finance of Agape ATP Corporation (NASDAQ: ATPC) since 2020. He has
led critical initiatives, including the company's Nasdaq uplift process, mergers and acquisitions, and capital market analyses,
while ensuring compliance with regulatory requirements and listing standards. Prior to joining Agape ATP, Mr. Ting held roles in corporate
finance and advisory, including Corporate Advisor at Vetton Sdn Bhd, Assistant Manager at Greenpro Global Capital (NASDAQ: GRNQ), and
Senior Associate in Corporate Finance at Kenanga Investment Bank Berhad. His experience spans IPOs, financial modeling, strategic planning,
and stakeholder engagement. Mr. Ting began his career as a Senior Auditor at Crowe AF 1018, where he focused on audit planning and risk
assessment. He is a CFA charterholder and holds a Bachelor of Commerce from the University of Queensland.

 Corporate
Governance

 The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the "SEC") and in
other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.

 In
lieu of an Audit Committee, the Company's Board of Directors, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial
statements and other services provided by the Company's independent public accountants. The Board of Directors and the Chief Executive
Officer of the Company review the Company's internal accounting controls, practices and policies with advice from third party consultants.

 Audit
Committee

 Mr.
Louis, PhD, Dr. Natih and Dr. Rose PhD are the members of our Audit Committee where Mr. Louis, PhD serve as the chairman. All members
of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to
members of audit committees.

 We
adopted a charter for the Audit Committee pursuant to our IPO. In accordance with our Audit Committee's Charter, our Audit Committee
shall perform several functions, including:

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

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

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

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

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

 review
 and approve in advance any proposed related-party transactions and report to the full board of directors on any approved transactions;
 and provide oversight assistance in connection with legal, ethical and risk management compliance
 programs established by management and the board of directors, including Sarbanes-Oxley Act implementation, and make recommendations
 to the board of directors regarding corporate governance issues and policy decisions.

 It
is determined that Mr. Louis, PhD possesses accounting or related financial management experience that qualifies him as an "audit
committee financial expert" as defined by the rules and regulations of the SEC.

 Compensation
Committee

 Mr.
Louis, PhD, Dr. Natih and Dr. Rose, PhD are the members of our Compensation Committee where Dr. Natih is the chairman. All members of
our Compensation Committee qualified as independent under the current definition promulgated by NASDAQ. We adopted a charter for the
Compensation Committee pursuant to our IPO. In accordance with the Compensation Committee's Charter, the Compensation Committee
responsible for overseeing and making recommendations to the board of directors regarding the salaries and other compensation of our
executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

 Nominating
and Governance Committee

 Mr.
Louis, PhD, Dr. Natih and Dr. Rose, PhD are the members of our Nominating and Governance Committee where Dr. Rose, PhD serve as the chairman.
All members of our Nominating and Governance Committee qualified as independent under the current definition promulgated by NASDAQ. We
adopted a charter for the Nominating and Governance Committee pursuant to our IPO. In accordance with the Nominating and Governance Committee's
Charter, the Nominating and Corporate Governance Committee responsible for identifying and proposing new potential director nominees
to the board of directors for consideration and reviewing our corporate governance policies.

Independence

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

 Involvement in Certain Legal Proceedings

 Our Directors and our Executive officers have not
been involved in any of the following events during the past ten years:

 1.

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

 2.

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

 3.

 Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or

 4.

 Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 5.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 7.

 Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 (i)

 Any Federal or State securities or commodities law or regulation; or

 (ii)

 Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 (iii)

 Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

 8.

 Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Code of Ethics

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

 Shareholder Proposals

 Our Company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the
stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board
of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all
candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 A shareholder who wishes to communicate with our Board
of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information
Statement.

 ITEM 11. EXECUTIVE COMPENSATION

 Mr. How Kok Choong, the Chief Executive Officer, President,
Director Chief Operating Officer, Chairman of the Board of Directors and Secretary received $403,012 and $258,005 as total salaries for
the years ended December 31, 2024 and 2023 respectively. Mr. How Kok Choong had not received any (i) Stock compensation; (ii) Option awards,
(iii) Non-equity incentive plan compensation, (iv) Non-qualified deferred compensation earnings and (v) Any other compensations.

 Dr. Wilfrendo
Fernando Cortizo was appointed as an executive director and entered into an employment agreement with the Company on November 21,
2023 and the employment agreement will take immediate effect. Dr. Wilfrendo Fernando Cortizo received
$36,000 and $4,000 as director fee and also entitled $60,000 and $6,667 worth of common stock as stock-based compensation for the
year ended December 31, 2024 and 2023 respectively.

 Mr. Andrew Lee Kam Fan was
appointed and entered into an employment agreement with the Company on January 12, 2021. Mr. Andrew Lee Kam Fan received $46,440 and $46,440
as total salaries for the year ended December 31, 2024 and 2023 respectively.

 Mr. Ramesh Ruben Louis was appointed and entered into
an independent director agreement with the Company on March 30, 2022 and the independent director agreement will take effect on October
11, 2023, the listing day of our stock on NASDAQ Capital Market. Mr. Ramesh received $21,600 and $4,703 as total independent director
fee for the year ended December 31, 2024 and 2023 respectively.

 Dr. John Hing Vong was appointed and entered into
an independent director agreement with the Company on September 22, 2022 and the independent director agreement will take effect on October
11, 2023, the listing day of our stock on NASDAQ Capital Market. On November 15, 2024, Dr. Vong
resigned as our independent director and serve as our executive director and deputy chairman of the Company. Dr. John Hing Vong
received $23,400 and $4,703 as total independent director fee for the year ended December 31, 2024 and 2023 respectively.

 Dr. Ni Luh Dharma Kerti Natih was appointed and entered
into an independent director agreement with the Company on October 1, 2024 and the independent director agreement will take immediate
effect. Dr. Natih received $5,400 and $0 as total independent director fee for the year ended December 31, 2024 and 2023 respectively.

 Dr. Kadende Kaiser Rose Marie was appointed and entered
into an independent director agreement with the Company on November 15, 2024 and the independent director agreement will take immediate
effect. Dr. Rose received $2,700 and $0 as total independent director fee for the year ended December 31, 2024 and 2023 respectively.

 Summary of Compensation

 Stock Option Grants

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

 Employment Agreements

 We have entered into employment agreement with Mr.
 Ting Wan Lock on November 1, 2024 and with Mr. Wilfrendo
Fernando Cortizo on November 21, 2023.

 Compensation Discussion and Analysis

 Director Compensation

 As the Chief Executive Officer, President, Director
Chief Operating Officer, Chairman of the Board of Directors and Secretary, Mr. How Kok Choong is paid a monthly salary of $33,333. His
salary shall accrue on a day-to-day basis, payable in arrears on the last day of each calendar month, provided that if his employment
is terminated prior to the end of a calendar month, his compensation for the month shall be pro-rated to reflect his period of service
up to the date of termination.

 Mr. Wilfrendo
Fernando Cortizo is paid a monthly salary of $3,000. He is also entitled to receive a stock-based compensation of $60,000 per annum.
His compensation, i.e., salary and stock-based compensation shall accrue on a day-to-day basis, payable in arrears on the last day of
each calendar month, provided that if his employment is terminated prior to the end of a calendar month, his compensation for the month
shall be pro-rated to reflect his period of service up to the date of termination.

 Prior to Dr. John Hing Vong resignation as our independent
director on November 15, 2024, Dr. John Hinv Vong was paid quarterly independent director fee of $5,400. Upon to his appointment as our
executive director on November 15, 2024, he is paid a monthly salary of $3,000. His compensation shall accrue on a day-to-day basis, payable
in arrears on the last day of each calendar month, provided that if his employment is terminated prior to the end of the month, his compensation
for the month shall be pro-rated to reflect his period of service up to the date of termination.

 As Chief Financial Officer of the Company, Mr. Andrew
Lee Kam Fan is paid a monthly salary of $3,870. His salary shall accrue on a day-to-day basis, payable in arrears on the last day of each
calendar month, provided that if his employment is terminated prior to the end of a calendar month, his compensation for the month shall
be pro-rated to reflect his period of service up to the date of termination.

 Mr. Ramesh Ruben Louis as an independent director
of the Company is paid quarterly independent director fee of $5,400. His compensation, i.e., independent director fee shall accrue on
a day-to-day basis, payable in arrears on the last calendar day of each quarter, provided that if his employment is terminated prior to
the end of the quarter, his compensation for the quarter shall be pro-rated to reflect his period of service up to the date of termination.

 Dr. Ni Luh Dharma Kerti Natih as an independent director
of the Company is paid quarterly independent director fee of $5,400. Her compensation, i.e., independent director fee shall accrue on
a day-to-day basis, payable in arrears on the last calendar day of each quarter, provided that if her employment is terminated prior to
the end of the quarter, her compensation for the quarter shall be pro-rated to reflect her period of service up to the date of termination.

 Dr. Kadende Kaiser Rose Marie as an independent director
of the Company is paid quarterly independent director fee of $5,400. Her compensation, i.e., independent director fee shall accrue on
a day-to-day basis, payable in arrears on the last calendar day of each quarter, provided that if her employment is terminated prior to
the end of the quarter, her compensation for the quarter shall be pro-rated to reflect her period of service up to the date of termination.

 Executive Compensation Philosophy

 Our Board of Directors determines the compensation
given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future
executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses
which are linked to our performance, as well as to the individual executive officer's performance. This package may also include
long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term
business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board
of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would
be in the best interests of the Company.

 Incentive Bonus

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

 Long-term, Stock Based Compensation

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

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As of December 31, 2024,
the Company has 3,989,056 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock
have been used throughout this report.

 Name and Address of
 Beneficial Owner

 Shares of Common Stock Beneficially Owned

 Common Stock Voting Percentage Beneficially Owned

 Voting
 Shares of Preferred Stock

 Preferred Stock Voting Percentage Beneficially Owned

 Total
 Voting Percentage Beneficially Owned

 Executive Officers and Directors

 How Kok Choong, Chief Executive Officer, President, Director Chief Operating Officer, Chairman of the Board of Directors and Secretary; collectively this includes HKC Holdings Sdn. Bhd.*

 979,876

 24.6
 %

 -

 -

 24.6
 %

 Mr. Wilfrendo Fernando Cortizo

 5,144

 0.1
 %

 -

 -

 0.1
 %

 John Hing Vong

 -

 -

 -

 -

 -

 Andrew Lee Kam Fan

 -

 -

 -

 -

 -

 Ramesh Ruben Louis

 -

 -

 -

 -

 -

 Ni Luh Dharma Kerti Natih

 -

 -

 -

 -

 -

 Kadende Kaiser Rose Marie

 -

 -

 -

 -

 -

 Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example, upon exercise of a n
option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights.
As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person's
actual voting power at any particular date.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
DIRECTOR INDEPENDENCE

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

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

 On February 1, 2021, Dr. How Kok Choong, our CEO and
director, was appointed as the non-executive Chairman of Vettons. Vettons Sdn Bhd ("Vettons") is an e-commerce company through
which ASL conducts some of its distribution activities to its members. As of December 31, 2020, the Company has accounts receivable of
$172,757 from Vettons, representing 100% of our accounts receivable.

 In December 2021, there were share forfeiture agreements
(the "Share Forfeiture Agreements") between the Company and (i) HKC Talent Limited; (ii) various stockholders of the Company
(the "Forfeiting Stockholders"), pursuant to which:

 (i) HKC Talent Limited had
agreed to forfeiture of 41,750,000 shares of common stock of the Company, and

 (ii) the Forfeiting Stockholders
had agreed to forfeiture, in aggregate, 44,242,000 shares of common stock of the Company. Included in (ii) is 11,242,000 shares forfeited
from HKC Holdings Sdn. Bhd, a company in which Dr. How Kok Choong, is a stockholder. As a result, the outstanding shares was reduced by
85,992,000 shares of common stock.

 On January 20, 2022, a share forfeiture agreement
(the "Share Forfeiture Agreement") was entered between the Company and Dr. How Kok Choong, pursuant to which Dr. How agreed
to forfeit 215,008,035 shares of common stock of the Company.

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

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

 Related Party Transactions

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

 Related parties

 Relationships

 CTA Nutriceuticals (Asia) Sdn Bhd

 -

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd.

 SY Welltech Sdn Bhd (formerly known as DSY Beauty Sdn Bhd)

 -

 The directors and shareholders of SY Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 DSY Wellness & Longevity Center Sdn Bhd

 -

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSY Wellness & Longevity Center Sdn Bhd.

 TH3 Holdings Sdn Bhd

 -

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3 Holdings Sdn Bhd.

 Redboy Pictures Sdn Bhd

 -

 Mr. How Kok Choong, the CEO and director of the Company is also a director of Redboy Pictures Sdn Bhd.

 ATPC Lega Global Sdn Bhd

 -

 Mr. How Kok Choong, the CEO and director of the Company is also a director of ATPC Legal Global Sdn Bhd.

 Ando Design Sdn Bhd

 -

 Mr. How Kok Choong, the CEO and director of the Company is also a director of Ando Design Sdn Bhd.

 -

 Mr. Yap Foo Ching (Steve Yap)

 -

 Mr. Yap Foo Ching, the director of the DSY Wellness International Sdn Bhd.

 Mr. Chew Yi Zheng

 -

 Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd.

 Related party balances as of December 31, 2024
and 2023 are as per table below:

 Amount due from related parties

 2024

 2023

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 Prepayment of IT expenses

 $
 1,582

 $
 2,922

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Deposits for products purchases

 -

 8,171

 ATPC Lega Global Sdn Bhd ("Lega")

 Mr. How Kok Choong, the CEO and director of the Company is also a director of Lega

 General expenses payment on behalf

 -

 Total

 $
 2,312

 $
 11,093

 Related party balances as of December 31, 2024
and 2023 are as per table below:

 Accounts payable – related parties

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 30,554

 $
 30,439

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchases of beauty products

 Chew Yi Zheng

 Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd

 Render therapy and health consultation to customer

 -

 4,355

 Total

 $
 30,625

 $
 34,848

 Related party balances as of December 31, 2024
and 2023 are as per table below:

 Other payable – related parties

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 Purchase of products for general use

 $

 $

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchase of products for general use

 -

 Mr. Yap Foo Ching (Steve Yap)

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Payment on behalf of company expenses

 -

 6,534

 Total

 $

 $
 7,846

 Related party transactions for years ended December
31, 2024 and 2023, are as per table below:

 Purchases

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 335,494

 $
 272,993

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchases of beauty products

 17,600

 18,516

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 6,576

 -

 Chew Yi Zheng

 Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd

 Render therapy and health consultation to customer

 -

 4,355

 Total

 $
 359,669

 $
 295,864

 Related party transactions for years ended December
31, 2024 and 2023, are as per table below:

 Other income

 2024

 2023

 Ando Design Sdn Bhd ("Ando")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Ando.

 $
 2,630

 $
 2,630

 Redboy Pictures Sdn Bhd ("Redboy")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Redboy.

 -

 5,260

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 Total

 $
 3,419

 $
 8,350

 Other purchases

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 4,243

 $
 6,213

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 4,337

 7,282

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 -

 Total

 $
 8,580

 $
 13,863

 Related party transactions for years ended December
31, 2024 and 2023, are as per table below:

 2024

 2023

 $
 3,012

 $
 5,947

 Total

 $
 3,012

 $
 5,947

 Other expenses

 2024

 2023

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 IT support services fee

 $
 59,371

 $
 54,956

 Ando Design Sdn Bhd ("Ando")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Ando.

 Office furniture & fixture and improvements

 1,772

 -

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 -

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 Office rental expenses

 55,239

 31,563

 Total

 $
 116,387

 $
 86,519

 Review, Approval and Ratification of Related Party
Transactions

 Our board of directors created an audit committee
and adopted an audit committee charter which requires the audit committee to review all related party transactions on an ongoing basis
and all such transactions be approved by the audit committee. In determining whether to approve a related party transaction, the audit
committee shall consider, among other factors, the following factors to the extent relevant to the related party transaction:

 whether the terms of the related party transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party;

 whether there are business reasons for the Company to enter into the related party transaction;

 whether the related party transaction would impair the independence of an outside director;

 whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or the related party, the direct or indirect nature of the director's, executive officer's or the related party's interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the audit committee deems relevant; and

 any pre-existing contractual obligations.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Effective September 1, 2022, Friedman LLP, our then
independent registered public accounting firm, combined with Marcum LLP and continued to operate as an independent registered public accounting
firm. On October 20, 2022, our Board of Directors approved the dismissal of Friedman LLP and the engagement of Marcum Asia CPAs LLP ("Marcum
Asia") to serve as our independent registered public accounting firm.

 On April 25, 2024, the Board of Directors released
Marcum Asia as the Company's independent registered public accounting firm. On April 29, 2024, the Board of Directors appointed
Assentsure PAC to serve as our independent registered public accounting firm with immediate effect. The services previously provided by
Marcum Asia are now provided by Assentsure PAC.

 CBIZ, Inc. is our tax accountant for the year
ended December 31, 2022 onwards.

 Below is the aggregate amount of fees billed for professional
services rendered by our principal accountants with respect to our last two fiscal years.

 2024

 2023

 Audit fees

 $
 294,000

 $
 444,400

 Tax fees

 25,000

 25,000

 Total

 $
 319,000

 $
 469,400

 The category of "Audit fees" includes
fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance
of comfort letters and consents.

 The category of "Tax fees" includes professional
services rendered by our principal accountant for tax compliance, tax advice, and tax planning.

 All of the professional services rendered by principal
accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Financial Statements

 The following are filed as part of this report:

 Financial Statements

 The following financial statements of AGAPE ATP Corporation.
and Report of Independent Registered Public Accounting Firm are presented in the "F" pages of this Report:

 Page

 Reports of Independent Registered Public Accounting Firm

 Consolidated Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-7 – F-34

 (b) Exhibits

 The following exhibits are filed or "furnished"
herewith:

 3.1

 Amended Articles of Incorporation*

 3.2

 Bylaws**

 10.1

 Direct Sales Licence of Agape Superior Living Sdn Bhd issued by Ministry of Domestic Trade and Consumer Affairs, dated March 18, 2024*

 10.2

 Tenancy Agreement between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn Bhd, dated July 11, 2023 for Lot 1605-1606**

 10.3

 Tenancy Agreement between Canggih Pesaka Sdn Bhd and Agape Superior Living Sdn Bhd, dated May 24, 2023 for Lot 1705-1708**

 10.4

 Tenancy Agreement between Banjaran Purnama Sdn Bhd and Agpae Superior Living Sdn Bhd, dated November 12, 2024*

 10.5

 Tenancy Agreement between See Li Chiann and Agape Superior Living Sdn Bhd and Terence W Tulus, dated October 1, 2023**

 10.6

 Tenancy Agreement between DSY Wellness & Longevity Center Sdn Bhd and DSY Wellness International Sdn Bhd, dated July 1, 2024*

 10.7

 Form of Subscription Agreement dated February 28, 2025**

 23.1

 Consent of Marcum Asia CPAs LLP*

 97.1

 Clawback Policy**

 31.1

 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial officer*

 32.1

 Section 1350 Certification of principal executive officer and principal financial officer*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * Filed herewith.

 ** Previously Filed.

 SIGNATURES

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

 AGAPE ATP CORPORATION.

 (Name of Registrant)

 Date: March 31, 2025

 By:

 /s/ How Kok Choong

 HOW KOK CHOONG

 Title:

 Chief Executive Officer, President, Director Chief Operating Officer, Chairman of the Board of Directors and Secretary

 Date: March 31, 2025

 By:

 /s/ LEE Kam-fan, Andrew

 LEE KAM-FAN, ANDREW

 Title:

 Chief Financial Officer

 INDEX TO FINANCIAL STATEMENTS

 Page

 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6783)

 Report of Independent Registered Public Accounting Firm (PCAOB
ID: 5395)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-9 - F-36

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and the Board of Directors of

 Agape
ATP Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Agape ATP Corporation and its subsidiaries as of December 31, 2024, and
the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for the
years ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and the results of its operations and its cash flows for the years ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America ("U.S. GAAP").

 The consolidated financial statements of the Company
as of December 31, 2023 and for the year then ended (collectively referred to as the "FY2023"), before the effects of the
one for twenty reverse stock split and change in segment reporting discussed in Note 16 and Note 22 to the financial statements, were
audited by other auditors whose report, dated April 1, 2024, expressed an unqualified opinion on those statements. We audited adjustments
to the FY2023 consolidated financial statements to retroactively give effect to the one for twenty reverse stock split and apply the
change in segment reporting, as described in Note 16 and Note 22 to the financial statements. In our opinion, such adjustments are appropriate
and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the Company's FY2023
consolidated financial statements other than with respect to the adjustments and, accordingly, we do not express an opinion or any other
form of assurance on the FY2023 consolidated financial statements as a whole.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Assentsure PAC.

 We
 have served as the Company's auditor since 2024

 Singapore

 March
 31, 2025

 PCAOB
 ID Number 6783

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Agape ATP Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Agape ATP Corporation (the "Company") as of December 31, 2023
and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity and cash flows
for the each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements") (the 2023 and 2022 financial statements before the effects of the adjustments discussed in Note 16 and additional
prior year numbers in Note 22 are not presented herein). In our opinion, the financial statements, before the effects of the adjustments
to retrospectively apply the change in accounting described in Note 16 and additional prior year numbers in Note 22, present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for each of the two years in the period ended, in conformity with accounting principles generally accepted in the United
States of America.

 We
were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting related
to share consolidation, or the additional prior year numbers to retrospectively apply the change in segment reporting, as described in
Note 16 and Note 22 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments or additions
are appropriate and have been properly applied. Those adjustments and additions were audited by other auditors.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 F- 3

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum Asia CPAs LLP

 Marcum
Asia CPAs LLP

 We
have served as the Company's auditor since 2019 (such date takes into account the acquisition of certain assets of Friedman LLP
by Marcum Asia CPAs LLP effective September 1, 2022)

 New
York, New York

 April
1, 2024

 F- 4

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents (Included $ 1,139 and $ 122 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of December 31, 2024 and 2023, respectively.)

 $
 2,040,243

 $
 4,832,460

 Accounts receivable, net

 53,651

 55,458

 Other receivable

 2,544

 Amount due from related parties

 2,312

 11,093

 Amount
 due from related parties

 2,312

 11,093

 Inventories

 46,347

 47,907

 Prepaid taxes (Included $ 0 and $ 1,670 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of December 31, 2024 and 2023, respectively.)

 45,426

 21,993

 Prepayments and deposits (Included $ 7 and $ 7 in the consolidated VIE that can be used only to settle obligations of the consolidated VIE as of December 31, 2024 and 2023, respectively.)

 586,172

 215,806

 Total Current Assets

 2,776,695

 5,185,152

 NON-CURRENT ASSETS

 Property and equipment, net

 31,463

 77,858

 Intangible assets, net

 13,082

 17,458

 Finance lease assets

 178,948

 86,335

 Operating right-of-use assets

 224,595

 357,301

 Investment in marketable securities

 13,737

 20,171

 Investment in non-marketable securities

 1,500

 -

 Deferred tax assets

 -

 Total Non-Current Assets

 463,325

 559,342

 TOTAL ASSETS

 $
 3,240,020

 $
 5,744,494

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 $
 102,798

 $
 55,585

 Accounts payable – related parties

 30,625

 34,848

 Accounts
 payable – related parties

 30,625

 34,848

 Customer deposits

 96,976

 101,575

 Operating lease liabilities, current

 150,370

 138,548

 Other payables and accrued liabilities ($ 1,478 and $ 899 are included in the consolidated VIE that are without recourse to the credit of Agape ATP Corporation as of December 31, 2024 and 2023, respectively.)

 712,436

 726,061

 Other payable – related parties

 7,846

 Finance lease liabilities, current

 21,635

 7,075

 Income tax payable

 4,434

 -

 Total Current Liabilities

 1,120,124

 1,071,538

 NON-CURRENT LIABILITIES

 Operating lease liabilities, non-current

 $
 75,425

 $
 219,530

 Finance lease liabilities, non-current

 115,350

 72,563

 Total Non-Current Liabilities

 190,775

 292,093

 TOTAL LIABILITIES

 $
 1,310,899

 $
 1,363,631

 COMMITMENTS AND CONTINGENCIES (Note 19)

 -

 -

 STOCKHOLDERS' EQUITY

 Preferred stock, $ 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding

 -

 -

 Common Stock, par value $ 0.0001;
 50,000,000 shares authorized, 3,989,056
 and 3,855,101 shares issued
 and outstanding as of December 31, 2024 and 2023, respectively. *

 Additional paid in capital

 11,422,708

 11,386,055

 Treasury Stock, par value $ 0.0001;
 0 and 6,765
 shares as of December 31, 2024 and 2023, respectively. *

 -

 ( 1
)

 Accumulated deficit

 ( 9,518,045
)

 ( 7,047,571
)

 Accumulated other comprehensive income

 27,852

 30,215

 TOTAL AGAPE CORPORATION STOCKHOLDERS' EQUITY

 1,932,914

 4,369,084

 NON-CONTROLLING INTERESTS

)

 TOTAL EQUITY

 1,929,121

 4,380,863

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 3,240,020

 $
 5,744,494

 *

 Issued and outstanding shares of common stock and treasury stock have been adjusted on a retroactive basis to reflect 1-for-20 reverse stock split effective on August 30, 2024.

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

 F- 5

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 2024

 2023

 2024

 2023

 REVENUE

 1,322,747

 COST OF REVENUE

 ( 563,599
)

 ( 494,516
)

 GROSS PROFIT

 759,148

 936,572

 SELLING

 ( 162,712
)

 ( 629,003
)

 COMMISSION

 ( 34,905
)

 ( 88,132
)

 GENERAL AND ADMINISTRATIVE

 ( 3,134,874
)

 ( 2,366,016
)

 TOTAL OPERATING EXPENSES

 ( 3,332,491
)

 ( 3,083,151
)

 LOSS FROM OPERATIONS

 ( 2,573,343
)

 ( 2,146,579
)

 OTHER INCOME (EXPENSES)

 Other income, net

 29,209

 5,724

 Interest income

 67,930

 29,249

 Unrealized holding (loss) gain on marketable securities

 ( 5,018
)

 3,493

 Gain on disposal of property and equipment

 1,753

 TOTAL OTHER INCOME, NET

 92,233

 40,219

 LOSS BEFORE INCOME TAXES

 ( 2,481,110
)

 ( 2,106,360
)

 INCOME TAX EXPENSE

 ( 4,934
)

 ( 3,575
)

 NET LOSS

)

)

 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

 15,570

 7,950

 NET LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION

 $
 ( 2,470,474
)

 $
 ( 2,101,985
)

 NET LOSS

 $
)

 $
)

 OTHER COMPREHENSIVE (LOSS) INCOME

 Foreign currency translation adjustment

 ( 2,363
)

 20,949

 TOTAL COMPREHENSIVE LOSS

 ( 2,488,407
)

 ( 2,088,986
)

 Less: Comprehensive loss attributable to non-controlling interests

 15,572

 8,734

 COMPREHENSIVE LOSS ATTRIBUTABLE TO AGAPE ATP CORPORATION

 $
 ( 2,472,835
)

 $
 ( 2,080,252
)

 LOSS PER SHARE

 Basic and diluted

 $
 ( 0.63
)

 $
 ( 0.55
)

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING*

 Basic and diluted

 3,891,986

 3,790,725

 *

 Weighted average number of common shares outstanding have been adjusted on a retroactive basis to reflect 1-for-20 reverse stock split effective on August 30, 2024.

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

 F- 6

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY

 Number
 of shares

 Par
 value

 Number
 of
 shares

 STOCK

 Par
 value

 PAID
 IN CAPITAL

 ACCUMULATED

 DEFICIT

 COMPREHENSIVE
 INCOME

 CONTROLLING
 INTERESTS

 STOCKHOLDERS'

 EQUITY

 COMMON
 STOCK *

 TREASURY

 ADDITIONAL

 ACCUMULATED OTHER

 NON-

 TOTAL

 Number
 of shares

 Par value

 Number
 of
 shares

 STOCK

 Par
 value

 PAID IN
 CAPITAL

 ACCUMULATED

 DEFICIT

 COMPREHENSIVE
 INCOME

 CONTROLLING
 INTERESTS

 STOCKHOLDERS'

 EQUITY

 Balance as of December 31, 2022

 3,772,601

 $

 -

 $
 -

 $
 6,477,884

 $
 ( 4,945,586
)

 $
 9,266

 $
 20,513

 $
 1,562,454

 Issuance of shares

 82,500

 -

 -

 5,002,311

 -

 -

 -

 5,002,320

 Shares repurchased

 -

 -

 ( 6,765
)

 ( 1
)

 ( 94,140
)

 -

 -

 -

 ( 94,141
)

 Net loss

 -

 -

 -

 -

 -

 ( 2,101,985
)

 -

 ( 7,950
)

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 -

 20,949

 ( 784
)

 20,165

 Balance as of December 31, 2023

 3,855,101

 $

 ( 6,765
)

 $
 ( 1
)

 $
 11,386,055

 $
 ( 7,047,571
)

 $
 30,215

 $

 $
 4,380,863

 Balance

 3,855,101

 $

 ( 6,765
)

 $
 ( 1
)

 $
 11,386,055

 $
 ( 7,047,571
)

 $
 30,215

 $

 $
 4,380,863

 Redemption of shares

 ( 6,765
)

 ( 1
)

 6,765

 -

 -

 -

 -

 -

 Share based compensation

 5,143

 -

 -

 -

 36,667

 -

 -

 -

 36,667

 Issuance of fractional shares upon reverse stock split

 135,577

 -

 -

 ( 14
)

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 ( 2,470,474
)

 ( 15,570
)

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 -

 ( 2,363
)

 ( 2
)

 ( 2,365
)

 Balance as of December 31, 2024

 3,989,056

 $

 -

 $
 -

 $
 11,422,708

 $
 ( 9,518,045
)

 $
 27,852

 $
)

 $
 1,929,121

 Balance

 3,989,056

 -

 -

 $
 11,422,708

 $
 ( 9,518,045
)

 $
 27,852

 $
)

 $
 1,929,121

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

 F- 7

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Currency expressed in United States Dollars ("US$")

 2024

 2023

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation of property and equipment

 52,570

 70,337

 Amortization of intangible assets

 4,770

 5,645

 Amortization of operating right-of-use assets

 139,867

 147,212

 Amortization of finance lease assets

 29,445

 -

 Gain on disposal of property and equipment

 ( 112
)

 ( 1,753
)

 Unrealized holding loss (gain) on marketable securities

 5,018

 ( 3,493
)

 Allowance for expected credit loss

 98,705

 29,955

 Deferred tax expense (benefit)

 ( 220
)

 Inventory write-down

 7,081

 -

 Changes in operating assets and liabilities:

 Accounts receivables

 ( 28,295
)

 ( 53,641
)

 Amount due from related parties

 8,889

 ( 995
)

 Inventories

 ( 4,225
)

 ( 3,216
)

 Prepaid taxes

 ( 22,322
)

 305,567

 Prepayments and deposits

 ( 434,447
)

 ( 34,532
)

 Other receivables

 ( 2,105
)

 8,961

 Accounts payable

 44,657

 28,109

 Accounts payable – related parties

 ( 5,107
)

 10,347

 Customer deposits

 ( 7,340
)

 ( 248,299
)

 Operating lease liabilities

 ( 139,476
)

 ( 147,951
)

 Other payables and accrued liabilities

 14,761

 3,485

 Other payables – related parties

 ( 7,065
)

 3,185

 Income tax payables

 4,340

 ( 10,591
)

 Net cash used in operating activities

 ( 2,726,215
)

 ( 2,001,823
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property and equipment

 ( 50,162
)

 ( 52,320
)

 Proceeds from disposal of property and equipment

 35,069

 Net cash used in investing activities

 ( 50,050
)

 ( 17,251
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Shares repurchased

 -

 ( 93,889
)

 Payment of finance lease liabilities

 ( 11,856
)

 ( 9,594
)

 Net proceeds from issuance of common stock

 -

 5,501,520

 Net cash used in financing activities

 ( 11,856
)

 5,398,037

 EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS

 ( 4,096
)

 15,067

 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 ( 2,792,217
)

 3,394,030

 CASH AND CASH EQUIVALENTS, beginning of year

 4,832,460

 1,438,430

 CASH AND CASH EQUIVALENTS, end of year

 $
 2,040,243

 $
 4,832,460

 SUPPLEMENTAL CASH FLOWS INFORMATION

 Income taxes paid

 $
 24,003

 $
 34,844

 Refund of prepaid tax

 $
 1,681

 $
 326,024

 SUPPLEMENTAL NON-CASH FLOWS INFORMATION

 Motor vehicle acquired through finance lease

 $
 65,761

 $
 78,824

 Operating lease right-of-use assets obtained in exchange for lease liabilities

 $
 -

 $
 428,523

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

 F- 8

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

 ASL is a limited company
incorporated on August 8, 2003, under the laws of Malaysia.

 On September 11, 2020, the
Company incorporated Wellness ATP International Holdings Sdn. Bhd. ("WATP"), a wholly owned subsidiary under the laws of Malaysia,
to pursue the business of promoting wellness and wellbeing lifestyle of the community by providing services that includes online editorials,
programs, events and campaigns on how to achieve positive wellness and lifestyle. On July 4, 2024, the entity changed its name to Cedar
ATPC Sdn. Bhd. ("CEDAR").

 On November 25, 2024, CEDAR increased its number of
ordinary shares to 1,000,000 shares at RM 0.01 per share.

 On November
11, 2021, AATP LB formed an entity, DSY Wellness International Sdn. Bhd. ("DSY Wellness") with an independent third party
which AATP LB owns 60 % of the equity interest, to pursue the business of providing complementary health therapies.

 The Company and its subsidiaries
are principally engaged in the Health and Wellness Industry. The principal activity of the Company is to supply high-quality health and
wellness products, including supplements to assist in cell metabolism, detoxification, blood circulation, anti-aging and products designed
to improve the overall health system of the human body and various wellness programs.

 The Company is positioning itself for sustainable
growth by diversifying its operations into the domain of renewable energy. This initiative is founded upon our commitment to environmental
responsibility, long-term value creation, and proactive adaptation to global energy trends. On January 3, 2024, the Company formed an
equity method investment entity, OIE ATPC Holdings (M) Sdn. Bhd. with Oriental Industries Enterprise (M) Sdn. Bhd. ("OIE"),
which the Company and OIE each own 50 % of the equity interest. On March 14, 2024, the Company acquired 50 % of OIE ATPC Holdings (M) Sdn.
Bhd. equity interest from OIE, subsequently the entity becomes a wholly owned subsidiary of the Company. On June 7, 2024, the entity changed
its name to ATPC Green Energy Sdn. Bhd ("AGE").

 On September 19, 2024, AGE increased its number of
ordinary shares to 1,000,000 shares at RM 0.01 per share.

 On January 8, 2024, AGE formed a wholly own entity,
OIE ATPC Exim (M) Sdn. Bhd ("ATPC Exim"). However, the Company had decided not to proceed with the continued development of
ATPC Exim. There is no impact to the Group's operation.

 On December 25, 2024, the
Company incorporated ATPC Technology Private Limited ("ATPC Tech") in China, a wholly owned subsidiary in AATP HK to collaborate
with local IT expertise to develop comprehensive digital wellness platform that integrates e-commerce, online consultations, chronic disease
management, and robust supply chain services catering to ASEAN market.

 The accompanying consolidated financial statements
reflect the activities of the Company, AATP LB, AATP HK, CEDAR, ASL, DSY Wellness, AGE, ATPC Exim, ATPC Tech and its variable interest
entity ("VIE"), Agape S.E.A. Sdn. Bhd. ("SEA") (See Note 4).

 Details of the Company's subsidiaries:

 SCHEDULE OF SUBSIDIARIES AND ASSOCIATES

 Subsidiary company name

 Place and date of incorporation

 Particulars of issued capital

 Principal activities

 Proportional of ownership interest and voting power held

 1.

 Agape ATP Corporation

 Labuan,

March 6, 2017

 100 shares of ordinary share of US$1 each

 Investment holding

 100 %

 2.

 Agape ATP International Holding Limited

 Hong Kong,

June 1, 2017

 1,000,000 shares of ordinary share of HK$1 each

 Wholesale of health and wellness products; and health solution advisory services

 100 %

 3.

 Agape Superior Living Sdn. Bhd.

August 8, 2003

 9,590,598 shares of ordinary share of RM1 each

 Health and wellness products and health solution advisory services via network marketing

 99.99 %

 4.

 Agape S.E.A. Sdn. Bhd.

March 4, 2004

 2 shares of ordinary share of RM1 each

 VIE of Agape Superior Living Sdn. Bhd.

 VIE

 5.

 Cedar ATPC Sdn. Bhd. (formerly known as Wellness ATP
 International Holdings Sdn. Bhd.)

 September 11, 2020

 1,000,000 shares of ordinary share of RM0.01 each

 The promotion of wellness and wellbeing lifestyle of the community by providing services that includes online editorials, programs, events and campaigns

 100 %

 6.

 DSY Wellness International Sdn Bhd.

November 11, 2021

 1,000 shares of ordinary share of RM1 each

 Provision of complementary health therapies

 60 %

 7.

 ATPC Green Energy Sdn. Bhd. (Formerly known as OIE ATPC Holdings (M) Sdn. Bhd.)

 March 14, 2024

 1,000,000 shares of ordinary share of RM0.01 each

 Renewable energy

 100 %

 8.

 OIE ATPC Exim (M) Sdn. Bhd.

March 14, 2024

 1,000 shares of ordinary share of RM1 each

 Renewable energy

 100 %

 9.

 ATPC Technology Private Limited

 China, December 25, 2024

 50,000 shares of ordinary share of CNY1 each

 Digital wellness platform

 100 %

 F- 9

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. ORGANIZATION AND BUSINESS BACKGROUND (CONT'D)

 Business Overview

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

 In order to strengthen the Company's supply
chain, on May 8, 2020, the Company has successfully acquired approximately 99.99 % of ASL, 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 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 currently 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 Easy and Tasty Series (E.A.T.S) is crafted to
bring nutritious lifestyle in convenient approach to maintain healthy living.

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of presentation

 The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP")
for information pursuant to the rules and regulations of the Securities Exchange Commission ("SEC").

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

 Going Concern

 For the years ended December 31, 2024 and 2023,
the Company reported net losses of $ 2,486,044 and $ 2,109,935 respectively. In addition, the Company had accumulated deficit of $ 9,518,045
and $ 7,047,571 as of December 31, 2024 and 2023, respectively. The Company had working capital of $ 1,656,571 among which the Company held
cash of $ 2,040,243 as of December 31, 2024, which is expected to support our operating activities for the next twelve months.

 The Company's liquidity is
based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations
and capital expansion needs. The Company's ability to continue as a going concern is dependent on management's ability
to increase its revenue while controlling operating cost and expense to generate positive operating cash flow and obtain financing
from outside sources.

 The Company raised
$ 23,000,000 from subscribers, at the same time the Company invested the fund to enhance its capital allocation efficiency and gain exposure
to new investment opportunities.

 The Company believes these actions will improve the Company's financial position, However, there can be no
assurance that these plans and arrangements can be successfully executed and the outcome of these plans are uncertain.

 F- 10

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 Principles of consolidation

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

 A VIE is an entity that has either a total equity
investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose
equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected
residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has
a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. As of and for the year
ended December 31, 2024, SEA, the only VIE of the Company has no significant operations.

 Use of estimates

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

 Cash and cash equivalents

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

 Accounts receivable

 Accounts receivable are recorded at the invoiced amount
less an allowance for any uncollectible accounts and do not bear interest, which are due on credit term. The carrying value of accounts
receivable is reduced by an allowance that reflects the Company's best estimate of the amounts that will not be collected. An allowance
for expected credit loss is recorded in the period when a loss is probable based on an assessment of collectivity by reviewing accounts
receivable on a collective basis where similar characteristics exist, primarily base on similar business line, service or product offerings
and on an individual basis when the Company identifies specific customers with known disputes or collectivity issues. In determining the
amount of the allowance for expected credit loss, the Company considers historical collectivity based on past due status, the age of the
accounts receivable balances, credit quality of the Company's customers based on ongoing credit evaluations, current economic conditions,
reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company's ability to collect
from customers. Accounts receivable balances are charged off against the allowance after all means of collection have been exhausted and
the potential for recovery is considered remote. The Company's management continues to evaluate the reasonableness of the valuation
allowance policy and update it if necessary. As of December 31, 2024 and December 31, 2023, the Company recorded $ 32,857 and $ 542 allowance
for expected credit loss.

 F- 11

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 Inventories

 Inventories consist of raw materials and finished
goods. Raw materials are valued at cost and finished goods are valued at the lower of cost or net realizable value using the first-in
first-out method. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand
requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary,
when costs exceed expected net realizable value. For the years ended December 31, 2024 and 2023, the Company recognized $ 7,081 and $ 0
inventory write-down; and $ 0 and $ 10,899 inventory write-off, respectively.

 Prepaid taxes

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

 Prepayments and deposits

 Prepayments and deposits are mainly cash deposited
or advanced to suppliers for future inventory purchases or service providers for future services. This amount is refundable and bears
no interest. For any prepayments and deposits determined by management that such advances will not be in receipts of inventories, services,
or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments and deposits
on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are
written-off against allowance for expected credit loss after management has determined that the likelihood of collection is not probable.
The Company's management continues to evaluate the reasonableness of the allowance policy and update it if necessary. For the years
ended December 31, 2024 and 2023, there were no write-off for allowance for expected credit loss. There was $ 67,768 and $ 0 allowance for
expected credit loss recorded as of December 31, 2024 and 2023

 Property and equipment, net

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

 SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

 Classification

 Useful Life

 Computer and office equipment

 5 - 7 years

 Furniture & fixtures

 6 - 7 years

 Motor vehicle

 5 years

 Leasehold improvements

 Shorter of the remaining lease term or the estimated useful life

 The cost and related accumulated depreciation of assets
sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations
and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments,
which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to
determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 F- 12

 AGAPE

 NOTES

 2.

 Intangible
assets, net

 Intangible
assets, net, are stated at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the
estimated useful lives of the assets as follows:

 SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS, NET

 Classification

 Useful
 Life

 Computer
 software

 years

 Impairment
for long-lived assets

 Long-lived
assets, including property and equipment, and intangible assets with finite lives are reviewed for impairment whenever events or changes
in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that
the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted
future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows
expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying
value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value
based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2024 and
2023, no impairment of long-lived assets was recognized.

 Investment
in marketable securities

 The
Company follows the provisions of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities. Investments in marketable equity securities (non-current) are reported at fair value
with changes in fair value recognized in the Company's consolidated statements of operations and comprehensive loss in the caption
of "unrealized holding gain loss on marketable securities" in each reporting period.

 F- 13

 AGAPE

 NOTES

 2.

 Customer
deposits

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

recognition

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

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

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

 Sales
of Skin Care, Health and Wellness products

 -

 The
Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the skin care,
health and wellness products are transferred to its customer at the Company's office or shipment of the goods. The revenue is
recorded net of estimated discounts and return allowances. Products are given 60 days for returns or exchanges from the date of
purchase. Historically, there were insignificant sales returns.

 Under
the Company's network marketing business, the Company issues product coupons to members and distributors when these customers made
purchases above certain thresholds set by the Company. Depending on the type of product coupons issued, the coupons carry varying values
and can be used by the customers for reduction in the transaction price of product purchases within the coupon validity period. The value
of the product coupons issued is recorded as a reduction of the Company's revenue account upon issuance; the corresponding amount
credited to the customer deposits account. Amounts in customer deposits will be reversed when the coupons are used. The Company's
coupons have a validity period of between six and twelve months. If the Company's customers did not utilize the coupons after the
validity period, the Company would recognize the forfeiture of the originated sales value of the coupons as net revenues. For the years
ended December 31, 2024 and 2023, the Company recognized $ 3,485 and $ 112,166 as forfeited coupon income, respectively.

 As
of December 31, 2024, the Company had contracts for the sales of skin care, health and wellness products amounting to $ 15,140
which it is expected to fulfill within 12 months from December 31, 2024.

 Sales
of products for the provision of complementary health therapies

 -

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

 The Company prescribes the products for the provision of complementary health therapies based on the health screening
test report. The Company delivers the products to the customers during the consultation session.

 For
the years ended December 31, 2024 and 2023, revenues from products for the provision of complementary health therapies were $ 913,297
and $ 782,436 respectively.

 F- 14

 AGAPE

 NOTES

 2.

 Provision
of Health and Wellness services

 -

 The
Company carries out its Wellness program, where the Company's products are bundled with health screening test. The health screening
test is considered as separate performance obligations. The promises to deliver the health screening test report is separately identifiable,
which is evidenced by the fact that the Company provides separate services of delivering the health screening test report.

 The
Company based on the health screening test contracts with customers, establishes the selling price for the health screening test and
place order to the health screening center. The Company obtains control of the test report before they are delivered to the customers.
The Company analyze the test report, provides consultations to the customers, bundle it with the Company's products and services
depending on the customer's needs.

 The
Company derives its revenues from sales contracts with its customers with revenues being recognized when the test reports are completed
and delivered to its customers during the consultation session in person.

 For
the years ended December 31, 2024 and 2023, revenues from providing health and wellness services are $ 207,546 and $ 250,785, respectively.

 Sales
of products and services for the operations in green energy

 -
 Performance obligations satisfied over time

 The
Company provides products, technical knowledge and solutions for sustainability and energy savings. The Company delivered the products
to the customers and enhances the products that the customer controls. The products that the Company created has no alternative use to
the Company. The Company has an enforceable right to receive payment for performance completed to date, the Company recognized revenue
based on the percentage of cost incurred.

 For
the years ended December 31, 2024 and 2023, revenues from green energy are $ 42,763 and $ 0, respectively.

 Disaggregated
information of revenues by products and services are as follows:

 SCHEDULE OF DISAGGREGATED INFORMATION OF REVENUES

 2024

 2023

 2024

 2023

 Survivor Select

 $
 -

 $
 28,210

 Energized Mineral Concentrate

 43,487

 -

 Ionized Cal-Mag

 119,021

 Omega Blend

 -

 22,471

 BetaMaxx

 -

 21,206

 Iron

 -

 21,617

 Trim+

 -

 9,587

 LIVO5

 76,465

 130,391

 Soy Protein Isolate Powder

 9,357

 24,271

 Mix Soy Protein Isolate Powder with Black Sesame

 7,353

 19,348

 Others – Products for the provision of complementary health therapies

 913,297

 782,436

 Skin care and healthcare products

 22,091

 1,745

 Green Energy

 42,763

 -

 Total revenues – products

 1,115,201

 1,180,303

 Health and Wellness services

 207,546

 250,785

 Total revenues – products and services

 $
 1,322,747

 $

 Total
net sales include $ 12,442 of revenue recognized in year 2024 that was included in customer deposit as of December 31, 2023, $ 17,912 of
revenue recognized in year 2023 that was included in customer deposit as of December 31, 2022.

 F- 15

 AGAPE

 NOTES

 2.

 Cost
of revenue

 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. Cost of revenue amounted to $ 563,599 (there
is $ 7,081 of inventory write-downs and no inventory written-off) and $ 494,516 (there is no inventory write-downs and $ 10,899 of inventory
written-off) for the years ended December 31, 2024 and 2023, respectively.

 Shipping
and handling

 Shipping
and handling charges amounted to $ 3,435 and $ 5,039 for the years ended December 31, 2024 and 2023, respectively. Shipping and handling
charges are expensed as incurred and included in selling expenses.

 Advertising
costs

 Advertising
costs amounted to $ 54,490 and $ 0 for the years ended December 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred
and included in selling expenses.

expenses

 As
with all companies in the network marketing industry, the Company's sales channel is external to the Company. The Company's
"external sales force" is stratified into two levels based on priority recruitment. First, there are sales distributors.
Second, all members recruited by a sales distributor, directly or indirectly, are referred to as "sales network members".
The Company pays commission to every sales distributor based on purchases made by its sales network members which includes the independent
direct sales members. Top performing distributors with their own physical stores may also become stockists of the Company, whereby they
enjoy benefits such as maintaining a certain amount of the Company's inventory on their store premises. The stockists shall account
to the Company for all products sales from their store premises as monitored through the Company's centralized stock tracking system.
The Company pays a separate commission to stockists based on revenue generated from the stockists' physical stores. Commission
expenses amounted to $ 34,905 and $ 88,132 for the years ended December 31, 2024 and 2023, respectively.

 Defined
contribution plan

 The
full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue
and pay for these benefits based on certain percentages of the employees' respective salaries, subject to certain ceilings, in
accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.
Total expenses for the plans were $ 117,425 and $ 158,143 for the years ended December 31, 2024 and 2023, respectively.

 The
related contribution plans include:

 -

 Social
 Security Organization ("SOCSO") – 1.75 % based on employee's monthly salary capped of RM 6,000;

 -

 Employees
 Provident Fund ("EPF") –based on employee's monthly salary, 13 % for employee earning RM 5,000 and below; and
 12% for employee earning RM5,001 and above.

 -

 Employment
 Insurance System ("EIS") – 0.2 % based on employee's monthly salary capped of RM 6,000;

 -

 Human
 Resource Development Fund ("HRDF") – 1 % based on employee's monthly salary

 F- 16

 AGAPE

 NOTES

 2.

 Income
taxes

 The
Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for
the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.

 Deferred
taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the
carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation
of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets
are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences
can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the
liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged
directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 An
uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test,
no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense
in the period incurred. No penalties and interest incurred related to underpayment of income tax for the years ended December 31, 2024
and 2023, respectively.

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

 Comprehensive
income (loss)

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

 Non-controlling
interest

 Non-controlling
interest consists of 40% of the equity interests of DSY Wellness held by an individual and approximately 0.01% (3 ordinary shares out
of 9,590,599 shares) of the equity interests of ASL held by three individuals. The non-controlling interests are presented in the consolidated
balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the
Company are presented on the face of the consolidated statements of operations as an allocation of the total income or loss for the periods
between non-controlling interest holders and the shareholders of the Company.

 F- 17

 AGAPE

 NOTES

 2.

 Earnings
(loss) per share

 The
Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share". ASC 260
requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary
share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks (e.g.,
convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date,
if later. Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per
share) are excluded from the calculation of diluted EPS.
For the years ended December 31, 2024 and 2023, there were no dilutive shares.

 Foreign
currencies translation and transaction

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

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

 In
general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into
US$, in accordance with ASC Topic 830-30, " Translation of Financial Statement", using the exchange rate on the balance
sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation
of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the
statements of stockholders' equity. Cash flows are also translated at average translation rates for the periods, therefore, amounts
reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance
sheets.

 Translation
of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES

 2024

 2023

 2024

 2023

 Period-end MYR: US$1 exchange rate

 4.47

 4.59

 Period-end HKD: US$1 exchange rate

 7.76

 7.81

 Period-end CNY: US$1 exchange rate

 7.30

 7.08

 Foreign currency exchange
 rate, translation

 7.30

 7.08

 2024

 2023

 2024

 2023

 Period-average MYR: US$1 exchange rate

 4.56

 4.56

 Period-average HKD: US$1 exchange rate

 7.80

 7.83

 Period-average CNY: US$1 exchange rate

 7.19

 7.08

 Foreign currency exchange
 rate period average

 7.19

 7.08

 F- 18

 AGAPE

 NOTES

 2.

parties

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

 Fair
value of financial instruments

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

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

 Level
 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value.

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

 Leases

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

 F- 19

 AGAPE

 NOTES

 2.

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

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

 Derivative
financial instruments

 Derivative
financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest
rate, security price, variable conversion rate or other variables, require no initial new investment and permit net settlement. The derivative
financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company based on the terms
of the warrant agreement to determine the warrants as equity instruments or derivative liabilities. The Company follows the provision
of ASC 815, Derivatives and Hedging for derivative financial instruments that are classified as equity instruments, the contracts are
initially measured at fair value and no subsequent measurement is required for equity instruments. The Company uses Black-Scholes Model
to calculate the fair value of the warrant.

 Recent
accounting pronouncements

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

 F- 20

 AGAPE

 NOTES

 2.

 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 FASB issued ASU 2024-03 "Income Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". This ASU 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 ASU are effective for annual periods beginning after December 15, 2026, and for interim
periods beginning after December 15, 2027, which early adoption permitted. This Update 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. The Company is currently evaluating the effect of adopting this ASU.

 In
November 2024, the FASB issued ASU 2024-04 "Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced
Conversions of Convertible Debt Instruments". This ASU clarifies the requirements for determining whether certain settlements
of convertible debt instruments should be accounted for as an induced conversion. The clarification is effective for annual
reporting periods beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The
Company is currently evaluating the effect of adopting of this ASU.

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

 Recently
adopted Accounting Pronouncements

 In
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. The adoption of this accounting standard has no material impact on the consolidated financial statements.

 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.

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

 3.
 ACQUISITION OF OIE ATPC HOLDINGS (M) SDN. BHD.

 On
January 3, 2024, the Company together with Oriental Industries Enterprise (M) Sdn. Bhd. ("OIE") formed an equity method investment
entity, OIE ATPC Holdings (M) Sdn. Bhd. ("OIE ATPC") in which the Company and OIE each owns 50 % equity interest at the cost
of $ 108. On March 14, 2024, the Company acquired the remainder 50 % of equity at cost of $ 107 from OIE. On June 7, 2024, the entity changed
its name to ATPC Green Energy Sdn Bhd ("AGE").

 On
January 8, 2024, ATPC Green Energy ("AGE") formed a wholly own entity, OIE ATPC Exim (M) Sdn. Bhd. ("ATPC Exim").

 As
both AGE and ATPC Exim are newly formed, the Company considered the cost of investment is the fair value of the assets acquired.

 4.
 VARIABLE INTEREST ENTITY ("VIE")

 SEA
is a trading company incorporated on March 4, 2004, under the laws of Malaysia. SEA provided majority of ASL's purchases. Its equity
at risk was insufficient to finance its activities and 100 % of its business is transacted with ASL. Therefore, it was considered to be
a VIE and ASL is the primary beneficiary since it has both of the following characteristics:

 a.

 The
 power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and

 b.

 The
 obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the
 VIE that could potentially be significant to the VIE.

 Accordingly,
the accounts of SEA is consolidated in the accompanying financial statements.

 F- 21

 AGAPE

 NOTES

 4.
VARIABLE INTEREST ENTITY ("VIE") (CONT'D)

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

OF VARIABLE INTEREST ENTITY

 2024

 2023

 2024

 2023

 Current assets:

 Cash

 $
 1,139

 $

 Prepayment and deposits

 Prepaid taxes

 -

 1,670

 Total current assets

 $
 1,146

 $
 1,799

 Current liabilities:

 Other payables and accrued liabilities

 1,478

 Total current liabilities

 $
 1,478

 $

 Net (deficit) asset

 $
 ( 332
)

 $

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

 2024

 2023

 2024

 2023

 Operating revenues

 $
 -

 $
 -

 Gross profit

 $
 -

 $
 -

 (Loss) profit from operations

 $
 ( 1,231
)

 $
 39,687

 Net (loss) profit

 $
 ( 1,231
)

 $
 39,687

 5.
 CASH AND CASH EQUIVALENTS

 As
of December 31, 2024 and 2023 the Company had $ 2,040,243 and $ 4,832,460, respectively, of cash and cash equivalents, which consisted
of $ 240,243 and $ 494,771, respectively, of cash in banks and $ 1,800,000 and $ 4,322,441, respectively, of time deposits placed with banks
or other financial institutions and are all highly liquid investments with an original maturity of three months or less. The effective
interest rate for the time deposits ranges between 1.74 % to 2.55 % per annum. As of December 31, 2024 and 2023, $ 1,806,401 and $ 4,630,476
of these balances were not covered by deposit insurance, respectively.

 F- 22

 AGAPE

 NOTES

 6.
 ACCOUNTS RECEIVABLE, NET

OF ACCOUNTS RECEIVABLES

 2024

 2023

 2024

 2023

 Accounts receivable

 $
 86,508

 $
 56,000

 Less: Allowance for credit losses

 ( 32,857
)

 ( 542
)

 Total

 $
 53,651

 $
 55,458

 Movements
of allowance for credit losses are as follows:

OF ALLOWANCE FOR CREDIT LOSSES

 2024

 2023

 2024

 2023

 Beginning balance

 $

 $
 -

 Addition

 31,614

 Exchange rate effect

 ( 4
)

 Ending balance

 $
 32,857

 $

 7.
 INVENTORIES

 Inventories
consist of the following:

OF INVENTORIES

 2024

 2023

 2024

 2023

 Finished goods

 $
 45,355

 $
 47,907

 Raw material

 -

 Total inventories

 46,347

 47,907

 For
the years ended December 31, 2024 and 2023, the Company recognized $ 7,081 and $ 0 inventory write-down; and $ 0 and $ 10,899 inventory write-off,
respectively.

 8.
 PREPAYMENTS AND DEPOSITS

OF PREPAID EXPENSES AND DEPOSITS

 2024

 2023

 2024

 2023

 Prepaid expenses

 $
 522,460

 $
 123,809

 Deposits to suppliers

 131,480

 91,997

 Subtotal

 653,940

 215,806

 Less: Allowance for credit losses

 ( 67,768
)

 -

 Total

 $
 586,172

 $
 215,806

 Movements
of allowance for credit losses are as follows:

 SCHEDULE OF CHANGES IN ALLOWANCE FOR DOUBTFUL ACCOUNTS

 2024

 2023

 2024

 2023

 Beginning balance

 $
 -

 $
 -

 Addition

 67,091

 -

 Exchange rate effect

 -

 Ending balance

 $
 67,768

 $
 -

 F- 23

 AGAPE

 NOTES

 9.
 PROPERTY AND EQUIPMENT, NET

 Property
and equipment, net consist of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET

 2024

 2023

 2024

 2023

 Computer and office equipment

 $
 91,480

 $
 91,947

 Furniture & fixtures

 115,635

 111,164

 Motor vehicle

 21,043

 89,729

 Leasehold improvements

 189,411

 184,155

 Subtotal

 417,569

 476,995

 Property plant and equipment, gross

 417,569

 476,995

 Less: accumulated depreciation

 ( 386,106
)

 ( 399,137
)

 Total

 $
 31,463

 $
 77,858

 Property plant and equipment,
 net

 $
 31,463

 $
 77,858

 Depreciation
expense for the years ended December 31, 2024 and 2023 amounted to $ 52,570 and $ 70,337, respectively.

 10.
 INTANGIBLE ASSETS, NET

 Intangible
assets, net, consist of the following:

 SCHEDULE OF INTANGIBLE ASSETS, NET

 2024

 2023

 2024

 2023

 Computer software

 $
 54,611

 $
 53,095

 Less: accumulated amortization

 ( 41,529
)

 ( 35,637
)

 Total

 $
 13,082

 $
 17,458

 Amortization
expense for the years ended December 31, 2024 and 2023 amounted to $ 4,770 and $ 5,645, respectively.

 11.
 INVESTMENT IN MARKETABLE SECURITIES

 (i)

 On
 May 17, 2018, the Company purchased 83,333 shares of common stock in Greenpro Capital Corp. for $ 500,000 at a purchase price of $ 6
 per share.

 (ii)

 On
 July 30, 2018, the Company disposed 20 shares of common stock in Greenpro Capital Corp. for $ 125 at a purchase price of $ 6.2613 per
 share.

 (iii)

 On
 October 16, 2018, the Company purchased 33,333 shares of common stock in Greenpro Capital Corp. for $ 1,000 at a purchase price of
 $ 0.03 per share.

 (iv)

 On
 July 19, 2022, Greenpro Capital Corp. filed a certificate of change with the Secretary of State of Nevada to effect a reverse split
 of the company's common stock at the ratio of 10-for-1 effective July 28, 2022. Under the reverse stock split, each 10 pre-split
 share of common stock outstanding will automatically combine into 1 new share of common stock of the company. As at July 28, 2022,
 the Company has an investment of 116,646 common stock of Greenpro Capital Corp. The Company's investment of 116,646 common
 stock of Greenpro Capital Corp. was reduced to 11,665 subsequent to the reverse stock split.

 (v)

 On
 November 3, 2020, the Company received dividend of 6,667 shares of common stock in DSwiss, Inc. for $ 76,671 at fair value of $ 11.50
 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.'s shares.

 (vi)

 On
 December 9, 2020, the Company received dividend of 16,663 shares of common stock in DSwiss, Inc. for $ 83,315 at fair value of $ 5
 per share from Greenpro Capital Corporation as result of its Spin-off of DSwiss, Inc.'s shares.

 (vii)

 On
 September 27, 2021, the Company received dividend of 11,665 shares of common stock in SEATech Ventures Corp. for $ 18,874 at fair
 value of $ 1.62 per share from Greenpro Capital Corp as a dividend income since Greenpro Capital Corp previously owned these shares.

 F- 24

 AGAPE

 NOTES

 11.
INVESTMENT IN MARKETABLE SECURITIES (CONT'D)

OF INVESTMENT IN MARKETABLE SECURITIES

 2024

 2023

 2024

 2023

 Fair value of investment in marketable securities at the beginning of year

 $
 20,171

 $
 16,687

 Transfer to non-marketable security

 ( 1,500
)

 -

 Unrealized holding (loss) gain

 ( 5,018
)

 3,493

 Exchange rate effect

 ( 9
)

 Fair value of investment in marketable securities at the end of year

 $
 13,737

 $
 20,171

 12.
 INVESTMENT IN NON-MARKETABLE SECURITIES

 (i)

 On
April 3, 2019, the Company purchased a 5 %
of stock or 15,000,000
 shares of common stock in Phoenix Plus Corp.
(a non-marketable security) for $ 1,500
 at purchase price of $ 0.0001
 per share. Phoenix Plus Corp. obtained approval
for Depository Trust Company eligibility on April 26, 2022. Since the commencement of trading of common stock of Phoenix Plus Corp. on
May 18, 2022, to July 16, 2024 there were only 12 days traded with number of shares of common stock ranging from 100
 to 57,500.
The Company deems there is an absence of a readily determinable fair value of the common stock of Phoenix Plus Corp. and has continued
to value its investment in Phoenix Plus Corp. at cost.

 (ii)

 On
 July 2, 2024, the Company purchased 5 % of stock or 15,000,000 shares of common stock with a par value of $ 0.0001 per share of Radiance
 Holdings Corp. at the consideration of the 15,000,000 shares of Phoenix Plus Corp held by the Company.

 SCHEDULE OF INVESTMENT IN NON MARKETABLE SECURITIES

 Radiance Holdings Corp.

 2024

 2023

 Cost of investment

 $
 -

 $
 -

 Add: Transfer from investment in marketable securities

 1,500

 -

 Investment in non-marketable securities

 1,500

 -

 13.
 CUSTOMER DEPOSITS

OF CUSTOMER DEPOSITS

 2024

 2023

 Customer deposits – Non Refundable

 $
 94,015

 $
 100,540

 Unexpired product coupons

 2,961

 1,035

 Total

 $
 96,976

 $
 101,575

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

 14.
 OTHER PAYABLES AND ACCRUED LIABILITIES

OF OTHER PAYABLES AND ACCRUED LIABILITIES

 2024

 2023

 Professional fees

 $
 363,762

 $
 348,664

 Promotion expenses

 32,171

 47,995

 Payroll

 4,685

 26,104

 Amounts held in eWallets

 173,995

 185,137

 Tax penalty

 75,000

 75,000

 Others

 62,823

 43,161

 Total

 $
 712,436

 $
 726,061

 The
Company requires all members and distributors of its network marketing business to maintain an electronic wallet (eWallet) account with
the Company. The eWallet is primarily for the crediting of any commission payment that falls below RM 100 (or $22.20) and for members
or distributors without bank account. Commission payment exceeding the RM 100 threshold shall only be credited into the member's
or distributor's bank upon request. The eWallet functionality allows the members to place new product orders utilizing eWallet
available balance and/or request commission payout via multiple payment methods provided that each of the withdrawal amount exceeds RM 100.
Amounts held in eWallets are reflected on the balance sheet as a current liability.

 F- 25

 AGAPE

 NOTES

 15.
 RELATED PARTY BALANCES AND TRANSACTIONS

party balances

 Amount
due from related parties

 SCHEDULE OF RELATED PARTIES

 2024

 2023

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 Prepayment of IT expenses

 $
 1,582

 $
 2,922

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Deposits for products purchases

 -

 8,171

 ATPC Lega Global Sdn Bhd ("Lega")

 Mr. How Kok Choong, the CEO and director of the Company is also a director of Lega

 General expenses payment on behalf

 -

 Total

 $
 2,312

 $
 11,093

 Accounts
payable – related parties

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 30,554

 $
 30,439

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchases of beauty products

 Chew Yi Zheng

 Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd

 Render therapy and health consultation to customer

 -

 4,355

 Total

 $
 30,625

 $
 34,848

 F- 26

 AGAPE

 NOTES

 15.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT'D)

party balances

 Other
payable - related parties

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 Purchase of products for general use

 $

 $

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchase of products for general use

 -

 Mr. Yap Foo Ching (Steve Yap)

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Payment on behalf of company expenses

 -

 6,534

 Total

 $

 $
 7,846

party transactions

 Purchases

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 335,493

 $
 272,993

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 Purchases of beauty products

 17,600

 18,516

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 6,576

 -

 Chew Yi Zheng

 Mr. Chew Yi Zheng is the member of the immediate family of Mr. Yap Foo Ching (Steve Yap), the director of DSY Wellness International Sdn Bhd

 Render therapy and health consultation to customer

 -

 4,355

 Total

 $
 359,669

 $
 295,864

 F- 27

 AGAPE

 NOTES

 15.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT'D)

party transactions

 Other
income

 2024

 2023

 Ando Design Sdn Bhd ("Ando")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Ando.

 $
 2,630

 $
 2,630

 Redboy Pictures Sdn Bhd ("Redboy")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Redboy.

 -

 5,260

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 Total

 $
 3,419

 $
 8,350

 Other
purchases

 2024

 2023

 The directors and shareholders of CTA are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY International Wellness Sdn Bhd

 $
 4,243

 $
 6,213

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 4,337

 7,282

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 -

 Total

 $
 8,580

 $
 13,863

 F- 28

 AGAPE

 NOTES

 15.
RELATED PARTY BALANCES AND TRANSACTIONS (CONT'D)

party transactions

expense

 2024

 2023

 $
 3,012

 $
 5,947

 Total

 $
 3,012

 $
 5,947

 Other
expenses

 2024

 2023

 Mr. How Kok Choong, the CEO and director of the Company is also a director of TH3

 IT support services fee

 $
 59,371

 $
 54,956

 Ando Design Sdn Bhd ("Ando")

 Mr. How Kok Choong, the CEO and director of the Company is also the director of Ando.

 Office furniture & fixture and improvements

 1,772

 -

 The directors and shareholders of Welltech are related parties to Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd

 -

 Mr. Yap Foo Ching (Steve Yap), a director of DSY Wellness International Sdn Bhd is also a director of DSYWLC.

 Office rental expenses

 55,239

 31,563

 Total

 $
 116,388

 $
 86,519

 F- 29

 AGAPE

 NOTES

 16.
 STOCKHOLDERS' EQUITY

 Preferred
stock

 As
of December 31, 2024 and 2023, there were 200,000,000 preferred stocks authorized but none were issued and outstanding.

 Common
stock

 Pursuant
to a resolution passed at the Board Meeting on August 15, 2024, the number of authorized shares of the Company decreased from 1,000,000,000
shares of Common Stock at $ 0.0001 par value to 50,000,000 shares of Common Stock at $ 0.0001 par value.

 As
of December 31, 2024 and 2023, there were 50,000,000 common stocks authorized, 3,989,056 and 3,855,101 shares issued and outstanding,
respectively.

 Pursuant
to a resolution passed at the Board Meeting on August 15, 2024, the Company declared a 1-for-20 reverse stock split of the Company's
issued and outstanding common stock, par value $ 0.0001 per share. Effective as of August 30, 2024, every 20 issued and outstanding shares
of the Company's Common Stock were automatically converted into one outstanding share of Common Stock. As a result of the Reverse
Stock Split, the number of the outstanding shares of Common Stock decreased from 77,069,575 (pre-split) shares to 3,853,504 (post-split)
shares.

 Share-based
compensation

 The
Company has share-based compensation to the executive director. The share-based compensation expense is recorded in general and administrative
expenses. The value of the share is $ 5,000 a month and the number of shares to issue is based on the average market price of the month.
The Company will issue the share on half yearly basis.

 As
of December 31, 2024 and 2023, there were 5,143 and 0 shares issued respectively.

 Treasury
Stock

 On
November 22, 2023, the Company announced that the Board of Directors has authorized a share repurchase plan under which the Company may
repurchase up to $ 1 million of its common shares over the next 6 months depending on the market conditions. On December 20, 2023 and December
21, 2023, the Company repurchased 2,015 and 4,750 of common stock for $ 25,690 and $ 68,429 in the open market. The Company
will review the shares repurchase plan periodically and may authorize adjustment of its terms and size whenever it is required.

 On
January 26, 2024, the Company redeemed 6,765 treasury stock at par value $ 0.0001. As of December 31, 2024 and 2023, there were 0 and
 6,765 treasury stock respectively.

 Warrants

 On
October 10, 2023, the Company entered into an underwriting agreement with Network 1 Financial Securities, Inc., as underwriter named
thereof, in connection with its initial public offering ("IPO") of 82,500 shares of common stock, par value $ 0.0001 per share
(the "Shares") at a price of $ 80.00 per share. The Company issued Representative's Warrants to purchase up to 5,775
shares of common stock at $ 88.00 per share, dated October 13, 2023, to Network 1 Financial Securities, Inc. The warrants shall be exercisable
at any time, and from time to time, in whole or in part, 180 days after October 13, 2023 (i.e. the date of issuance) and expiring on
October 10, 2028.

 The
warrants are classified as equity instruments, the contracts are initially measured at fair value and no subsequent measurement is needed
for equity instruments. The Company uses Black-Scholes Model to calculate the fair value of the warrant. As of October 13, 2023 (the
"Grant Date") the warrant was valued at $ 38,580 with the following assumptions.

OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD

 As of October 13,

 2023

 Risk-free interest rate

 4.65
 %

 Expected volatility

 %

 Expected life (in years)

 5 years

 Expected dividend yield

 0.00
 %

 Fair value of warrants

 $
 38,580

 17.
 NON-CONTROLLING INTEREST

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

OF NON CONTROLLING INTEREST

 2024

 2023

 DSY Wellness:

 Paid-in capital

 $

 $

 Retained (loss) earnings

 ( 3,136
)

 12,434

 Accumulated other comprehensive (expense)

 ( 754
)

 ( 752
)

 Noncontrolling interest gross

)

 ASL

 -

 -

 Total

 $
)

 $

 F- 30

 AGAPE

 NOTES

 18.
 INCOME TAXES

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

 SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES

 2024

 2023

 2024

 2023

 Tax jurisdictions from:

 Local – United States

 $
 ( 1,706,035
)

 $
 ( 735,503
)

 Foreign – Malaysia

 ( 762,788
)

 ( 1,315,491
)

 Foreign – China

 ( 3,144
)

 -

 Foreign – Hong Kong

 ( 9,143
)

 ( 55,366
)

 Foreign – Tax Jurisdictions

 ( 9,143
)

 ( 55,366
)

 Loss before income tax

 $
 ( 2,481,110
)

 $
 ( 2,106,360
)

 Income
tax expense consisted of the following:

OF INCOME TAX EXPENSE

 2024

 2023

 2024

 2023

 Current:

 - Local

 $
 -

 $
 -

 - Foreign

 ( 4,934
)

 ( 3,795
)

 Deferred:

 - Local

 -

 -

 - Foreign

 -

 Income tax credit (expense)

 $
 ( 4,934
)

 $
 ( 3,575
)

 The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad
range of income tax rates. The Company and its subsidiary that operate in various countries: United States, Malaysia (including Labuan),
China and Hong Kong that are subject to taxes in the jurisdictions in which they operate, are as follows:

 United
States of America

 Agape
ATP Corporation was incorporated in the State of Nevada and is subject to the tax laws of the United States of America with a corporate
tax rate of 21 % on its taxable income. Agape ATP Corporation also subject to controlled foreign corporations Subpart F income ("Subpart
F") tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 21 %. In addition, the
Tax Cuts and Jobs Act imposed a global intangible low-taxed income ("GILTI") tax, which is a tax on certain off-shore earnings
at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign
tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are
applied.

 For
the years ended December 31, 2024 and 2023, the Company's foreign subsidiaries did not generate any income that were subject to
Subpart F tax and GILTI tax.

 F- 31

 AGAPE

 NOTES

 18.
INCOME TAXES (CONT'D)

 As
of December 31, 2024 and 2023, the operations in the United States of America incurred approximately $ 3,799,000 and $ 2,093,000, respectively,
of cumulative net operating losses ("NOL") which can be carried forward to offset future taxable income or Subpart F and
GILTI taxes. These balances can be carried forward indefinitely. The deferred tax valuation allowance related to U.S. net operating losses
as of December 31, 2024 and 2023 were approximately $ 798,000 and $ 440,000, respectively.

 As
of December 31, 2024, the tax year from 2021 to 2024 remain open for examination in the United States of America.

 Malaysia

 Changes
to the Labuan Business Activity Tax Act (LBATA) 1990 which was gazetted and came into operation on January 1, 2019 mandate companies
incorporated in Labuan to satisfy the "substantial activity requirements" to qualify for the preferential tax rate of 3%
on net audited profit. Subsequently, on April 29, 2020, a circular setting out revisions to the "substantial activity requirements"
was issued. As Agape ATP Corporation did not maintain a permanent establishment in Labuan, and therefore did not satisfy the said requirements,
the company was subjected to tax at 24% on its net audited profit. On June 11, 2021, Agape ATP Corporation made an irrevocable election
to be taxed under the Malaysian Income Tax Act 1967 as the elected tax regime is more tax efficient to the entity compare to LBATA.

 Agape
Superior Living Sdn Bhd, Agape S.E.A Sdn Bhd, Cedar ATPC Sdn Bhd, DSY Wellness International Sdn Bhd, ATPC Green Energy Sdn Bhd, OIE
ATPC Exim (M) Sdn Bhd are governed by the income taxes laws of Malaysia and the income taxes provision in respect of operations in Malaysia
is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices
in respect thereof. Under the Income Tax Act of Malaysia, the tax rate of companies with more than 20% of its paid-up share capital being
owned directly or indirectly by a foreign company is 24% for the years ended December 31, 2024 and 2023.

 As
of December 31, 2024 and 2023, the operations in the Malaysia incurred approximately $ 3,369,000 and $ 2,796,000, respectively, of cumulative
net operating losses ("NOL") which can be carried forward to offset future taxable income. Approximately $ 753,000, $ 842,000,
$ 1,225,000 and $ 549,000 of the net operating loss carry forwards will expire in 2031, 2032, 2033 and 2034, respectively, if unutilized.
The deferred tax valuation allowance related to Malaysia deferred tax assets as of December 31, 2024 and 2023 were approximately $ 827,000
and $ 670,000, respectively.

 As
of December 31, 2024, the tax year from 2019 to 2024 remain open for examination in Malaysia. In cases of fraud, wilful default or negligence,
there is no limitation to the examination period.

 Hong
Kong

 Agape
ATP International Holding (HK) Limited is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5 % on
its assessable income derived from Hong Kong. Business income derived or business expenses incurred outside the Special Administrative
Region is not subject to Hong Kong Profits Tax or deduction.

 China

 ATPC
Technology Private Limited is subject to the Corporate Income Tax governed by the Income Tax Law of the People's Republic of China
with a unified statutory income tax rate of 25 %.

 F- 32

 AGAPE

 NOTES

 18.
INCOME TAXES (CONT'D)

 The
following table reconciles the Malaysia statutory rates to the Company's effective tax rate for the periods indicated below:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE

 2024

 2023

 2024

 2023

 Malaysia statutory tax rate *

 24.00
 %

 24.00
 %

 Valuation allowance

 ( 19.12
)%

 ( 20.23
)%

 Differential of local statutory tax rate

 ( 2.08
)%

 ( 1.55
)%

 Permanent difference

 ( 3.00
)% (1)

 ( 2.39
)% (1)

 Effective tax rate

 ( 0.20
)%

 ( 0.17
)%

 *

 As
 the Company business operation mainly concentrated in Malaysia, the Company determined to apply Malaysia statutory tax rate in reconciliation
 of the statutory tax rate to the effective tax rate.

 (1)

 The
 amount comprised:

 Expenses
 incurred in AATP LB, ASL, SEA, CEDAR, AGE, EXIM that are not deductible in the Malaysia tax return.

 (1)
 The amount comprised:
Expenses incurred in AATP LB, ASL, SEA, CEDAR, AGE, EXIM that are not deductible in the Malaysia tax return.

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

 SCHEDULE OF DEFERRED TAX ASSETS

 2024

 2023

 2024

 2023

 Deferred tax assets:

 Net operating loss carry forwards in U.S.

 $
 797,759

 $
 439,492

 Net operating loss carry forwards in Malaysia

 824,143

 664,105

 Unabsorbed capital allowance carry forward in Malaysia

 3,245

 5,577

 Less: valuation allowance

 ( 1,625,147
)

 ( 1,108,955
)

 Deferred tax assets, net

 $
 -

 $

 Uncertain
tax positions

 The
Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical
merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2023, the Company did not
have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended December
31, 2024 and 2023.

 F- 33

 AGAPE

 NOTES

 19.
 CONCENTRATIONS OF RISKS

 (a)
Major customers

 For
the years ended December 31, 2024 and 2023, no customer accounted for 10.0 % or more of the Company's total revenues.

 As
of December 31, 2024, one company accounted for approximately 79.7 % of the Company's balance of accounts receivable and six individual
customers and one company accounted for approximately 40.2 % as of December 31, 2023.

 (b)
Major vendors

 For
the year ended December 31, 2024, two vendors accounted for approximately 59.8 % and 17.5 % of the Company's total purchases. For
the year ended December 31, 2023, two vendors accounted for approximately 54.8 % and 26.0 % of the Company's total purchases.

 As
of December 31, 2024, three vendors accounted for approximately 44.3 %, 31.8 % and 22.9 % of the Company's total balance of accounts
payable, respectively. CTA Nutriceuticals (Asia) Sdn Bhd, a related company, accounted for approximately 22.9 % of the Company's
total balance of accounts payable. As of December 31, 2023, two vendors accounted for approximately 61.8 % and 35.4 % of the Company's
total balance of accounts payable, respectively. CTA Nutriceuticals (Asia) Sdn Bhd, a related company, accounted for approximately 35.4 %
of the Company's total balance of accounts payable.

 (c)
Commission Expenses to Sales Distributors and Stockists

 For
the year ended December 2024, one sales distributor accounted for approximately 21.2 % of the Company's total commission expense.
For the year ended December 2023, one sales distributor accounted for approximately 15.1 % of the Company's total commission expense.

 (d)
Credit risk

 Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December
31, 2024 and 2023, $ 2,030,048 and $ 4,817,213 were deposited with financial institutions, respectively, $ 1,806,401 and $ 4,630,476 of these
balances are not covered by deposit insurance. While management believes that these financial institutions are of high credit quality,
it also continually monitors their credit worthiness.

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

 (e)
Exchange rate risk

 The
Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could
post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower
profit depending on exchange rate of RM and HK$ converted to US$ on that date. The exchange rate could fluctuate depending on changes
in political and economic environments without notice.

 F- 34

 AGAPE

 NOTES

 20.
 LEASE

 Lease
commitments

 The
Company adopted ASC 842 for ASL's office space lease and sales and training center as the lease commencement date upon the acquisition
of ASL. The Company's lease commitments are as follows:

 On
June 1, 2023, upon the expiry of the two-years lease for its office space, the Company entered into a new three-years lease with the
same landlord who had earlier leased the same office space to the Company since April 1, 2020. The Company recognized lease liabilities
of approximately $ 283,220, with a corresponding right-of-use ("ROU") asset in the same amount based on the present value
of the future minimum rental payments of the lease, using an effective interest rate of 5.5 %, which was determined using the Company's
estimated incremental borrowing rate.

 On
September 1, 2023, upon the expiry of the two-years lease for its office space and sales training center, the Company entered into a
new three-years lease with the same landlord who had earlier leased the same office space and sales training center to the Company since
April 1, 2020. The Company recognized lease liabilities of approximately $ 126,093 with a corresponding right-of-use ("ROU")
asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate
of 5.5 %, which was determined using the Company's estimated incremental borrowing rate.

 On
October 1, 2023, upon the expiry of the two-years lease for an apartment to serve as staff accommodation, the Company entered into a
new two-years lease with the same landlord who had earlier leased the same apartment to the Company since October 1, 2021. The Company
recognized lease liabilities of approximately $ 8,940 with a corresponding right-of-use ("ROU") asset in the same amount based
on the present value of the future minimum rental payments of the lease, using an effective interest rate of 5.5 %, which was determined
using the Company's estimated incremental borrowing rate.

 On
December 18, 2023, the Company leased non-commercial vehicle as lessee under finance leases with 5 years lease terms. The Company recognized
finance lease liabilities of approximately $ 78,824, using an effective interest rate of 8.63 %, which was determined using the incremental
borrowing rate.

 On
July 11, 2024, the Company leased non-commercial vehicle as lessee under finance leases with 5 years lease terms. The Company recognized
finance lease liabilities of approximately $ 72,772, using an effective interest rate of 4.42 %, which was determined using the incremental
borrowing rate.

OF LEASE COST

 Components of leases

 As of
 December 31, 2024

 As of
 December 31, 2023

 Operating lease cost

 155,828

 157,370

 Amortization of finance lease asset

 $
 29,445

 13,094

 Interest on finance lease liabilities

 7,267

 Weighted average remaining lease term (years)

 Operating lease

 1.49

 2.48

 Finance lease

 4.34

 5.00

 Weighted average discount rate

 Operating lease

 5.5
 %

 5.5
 %

 Finance lease

 6.7
 %

 8.6
 %

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

 SCHEDULE OF LEASE COMMITMENTS

 Twelve Months Ending December 31, 2024

 Operating lease liabilities

 Finance lease liabilities

 2025

 $
 158,800

 $
 29,950

 2026

 76,652

 29,950

 2027

 -

 29,950

 2028

 -

 29,950

 Thereafter

 -

 42,623

 Total lease payments

 235,452

 162,422

 Less: interest

 ( 9,657
)

 ( 25,436
)

 Present value of lease liabilities

 $
 225,795

 $
 136,985

 The
Company also leased one office and operation center, and one shophouses with an expiring term of twelve months or less, which were classified
as operation leases. Since the lease terms for these leases were twelve months or less, a lessee is permitted to elect not to recognize
lease assets and liabilities. The Company has elected not to recognize lease assets and liabilities on these leases. As of December 31,
2024, the Company's commitment for minimum lease payment under these operating leases within the next twelve months were $ 45,979.

 Short
term lease cost for the years ended December 31, 2024 and 2023 were $ 65,608 and $ 39,825 respectively.

 F- 35

 AGAPE

 NOTES

 21.
 COMMITMENTS AND CONTINGENCIES

 The
Company has no material commitments or contingencies that are required to be disclosed. The Company has evaluated its obligations and
contingencies and determined that no material commitments or contingencies exist at this time.

 The
Company will continue to monitor and evaluate any potential future commitments or contingencies and will disclose any material items
as required.

 Legal

 The
Company is not involved in any material legal proceedings and there are no legal matters that are required to be disclosed.

 22.
 SEGMENT REPORTING

 ASC
280 "Segment Reporting" establishes standards for reporting information about operating segments on a basis consistent with
the Group's internal organizational management structure as well as information about geographical areas, business segments, and
major customers in the financial statements.

 Our
Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented
on an operating segment basis for purposes of making decisions and assessing financial performance.

 Skin
care, health and wellness segment includes the provision of health and wellness products and health solution advisory
services.

 Green
energy segment includes providing renewable energy products, technical solutions, installations and maintenance services.

 Operating
results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged
across our unified architecture and therefore allocated between the two segments.

 The
table below presents details of our reporting segments:

OF REPORTING SEGMENTS

 Skin care,
Health and Wellness

 Green Energy

 Others

 Total

 Year ended December 31, 2024

 1,279,984

 42,763

 -

 1,322,747

 Operating loss

 ( 757,064
)

 ( 4,435
)

 ( 1,724,545
)

)

 Total assets

 807,394

 95,487

 2,337,138

 3,240,020

 Skin care,
Health and Wellness

 Green Energy

 Others

 Total

 Year ended December 31, 2023

 -

 -

 Operating loss

 ( 1,368,047
)

 -

 ( 741,888
)

)

 Total assets

 937,167

 -

 4,807,327

 5,744,494

 The
"others" category comprises corporate headquarter operations and one minor business components. None of these components
individually meet any of the quantitative thresholds for determining reportable segments.

 23.
 SUBSEQUENT EVENTS

 On
February 5, 2025, the Company issued 16,325 shares of common stock to executive director, Wilfrendo
Fernando Cortizo for shares compensation for the period of July to December 2024.

 On
February 5, 2025, the Company obtained approval from stockholders in a special meeting to increase number of authorized common stock
from 50,000,000 to 500,000,000 and to issue 46,000,000 shares of common stock at $ 0.0001 per share.

 On
February 28, 2025, the Company signed shares subscription agreement with 18 subscribers to issue 46,000,000 shares of common stock at
the price of $ 0.50 per share.

 On
March 3, 2025, the Company engaged an adviser for business management consultation, tax planning and compliance, financial planning and risk
management, investment and financing consultation with fee CNY 3,780,000.

 On
March 11, 2025, the Company made an investment of CNY 166,752,302 in ("Bicheng Investment Management (Beijing) Co., Ltd.")
to enhance its capital allocation efficiency and gain exposure to new investment opportunities in high-growth sectors.

 On
March 24, 2025, the Company issued 46,000,000
shares of common stock to the 18 subscribers and $ 23,000,000 was raised.

 F- 36