What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-29 compared with 2021-03-29 · 167 added, 351 removed, 11 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock is currently listed on the NASDAQ Capital Market under the trading symbol “GRNQ.”

Stock did not trade prior to July 9, 2015.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock is currently listed on the NASDAQ Capital Market under the trading symbol “GRNQ.” Our Common Stock did not trade

prior to July 9, 2015.

March 28, 2022, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $2.52.

As of March 29,

2021, we had 62,107,154 shares of our Common Stock issued and outstanding.

There were approximately 209 record

holders of our Common Stock.

Such number does not include any shareholders holding shares in nominee or “street name”.

have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends

in the foreseeable future.

Declaration or payment of dividends, if any, in the future, will be at the discretion of our board

of directors and will depend on our then current financial condition, results of operations, capital requirements and other factors

deemed relevant by the board of directors.

of March 29, 2022, we had 78,671,688 shares of our Common Stock issued and outstanding.

There were approximately 212 record holders

of our Common Stock.

Such number does not include any shareholders holding shares in nominee or “street name”.

of DQWS shares as a dividend:

September 24, 2020, the board of directors of the Company agreed to distribute 11,840,684 restricted shares of common stock of an investment

of the Company, DSwiss, Inc.

DQWS) (the “Dividend”)., to the Company’s shareholders (the “Shareholders”)

of record on September 30, 2020.

September 30, 2020 (the “Record Date”), the Company owned 27,000,000 restricted shares of the total issued and outstanding

206,904,600 restricted shares of common stock of DQWS.

The Dividend is comprised of approximately one (1) share of DQWS common stock

for every five (5) shares of the Company’s Common Stock issued and outstanding of the Record Date.

November 12, 2020, the Dividend was distributed to the Shareholders.

of SEAV shares as a dividend:

August 17, 2021, the Company announced that its Board of Directors had declared a dividend of 7,441,721 shares of common stock of SEATECH

Ventures Corp.

(“SEAV”) to the Company’s shareholders (the “Shareholders”) of record as of August 31, 2021.

However, in order to comply with Nasdaq Listing Rule 5250(e)(6), which requires the Company to

provide the Nasdaq with 10 days calendar days’ notice prior to the record date, the Company has amended the record date to September

13, 2021 (the “Record Date”).

September 13, 2021 (the “Record Date”), the Company owned 10,000,000 restricted shares of the total issued and outstanding

92,519,867 restricted shares of common stock of SEAV.

The dividend comprised one share of SEAV common stock for every 10 shares of the

Company’s Common Stock issued and outstanding on the Record Date.

September 27, 2021, the dividend of 7,720,187 shares of common stock of SEAV was distributed to the Shareholders.

have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable

Declaration or payment of dividends, if any, in the future, will be at the discretion of our board of directors and will depend

on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of

There are no contractual restrictions on our ability to declare or pay dividends.

Sales of Unregistered Securities

sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation

D and/or Rule 903 of Regulation S promulgated thereunder.

Proceeds /Value in Kind

sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation D and/or

Rule 903 of Regulation S promulgated thereunder.

Cash Proceeds

/ Value in Kind

from Share Issuance

11, 2020 (10)

31, 2020 (11)

Company issued 8,602 shares of restricted Common Stock at a price of $4.80 per share for aggregate gross proceeds of

$41,290, plus cash of $129,032 for the acquisition of 100% of the shareholdings of Sparkle Insurance Brokers Limited (renamed

to Greenpro Sparkle Insurance Brokers Limited on April 4, 2019).

Company issued 4,444,444 shares of restricted Common Stock at a price of $0.90 per share, or a total of $4,000,000,

to acquire a 4% interest in a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”).

Company issued 35,000 shares of restricted Common Stock at a price of $1.00 per

share, or a total of $35,000,

settle a marketing expense to CorporateAds, LLC (“CorporateAds”).

Company issued 457,312 shares of restricted Common Stock at a price of $1.64 per share, or a total of $749,992, to

acquire 15% equity interests in Ata Plus Sdn.

Bhd (“APSB”).

June 15, 2020 (1)

Three shareholders

September 14, 2020 (2)

One shareholder

November 18, 2020 (3)

Eight shareholders

November 24, 2020 (4)

One shareholder

November 24, 2020 (5)

One shareholder

November 30, 2020 (6)

Two shareholders

December 1, 2020 (7)

One shareholder

December 1, 2020 (8)

One shareholder

December 11, 2020 (9)

Three shareholders

December 31, 2020 (10)

One shareholder

February 26, 2021 (11)

Two shareholders

April 7, 2021 (12)

One shareholder

April 7, 2021 (13)

One shareholder

April 16, 2021 (14)

One shareholder

July 14, 2021 (15)

One shareholder

July 19, 2021 (16)

Twenty five shareholders

July 26, 2021 (17)

One shareholder

August 5, 2021 (18)

One shareholder

August 12, 2021 (19)

One shareholder

August 20, 2021 (20)

One shareholder

August 24, 2021 (21)

One shareholder

August 31, 2021 (22)

One shareholder

August 31, 2021 (23)

One shareholder

October 6, 2021 (24)

One shareholder

October 8, 2021 (25)

One shareholder

November 17, 2021 (26)

One shareholder

Company issued 4,444,444 shares of restricted Common Stock at a price of $0.90 per share, or a total of $4,000,000, to acquire a

4% interest in a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”).

Company issued 35,000 shares of restricted Common Stock at a price of $1.00 per share, or a total of $35,000, to settle marketing

expense to CorporateAds, LLC (“CorporateAds”).

Company issued 457,312 shares of restricted Common Stock at a price of $1.64 per share, or a total of $749,992, to acquire 15% equity

interests in Ata Plus Sdn.

Bhd (“APSB”).

Company issued and sold 50,000 shares of restricted Common Stock in a private placement to Mr.

Seah Kok Wah at a price

of $1.10 per share for cash proceeds of $55,000.

Company issued and sold 145,455 shares of restricted Common Stock in a private placement to AG Opportunities Fund SPC-AG

Pre-IPO Fund SP1 at a price of $1.10 per share for cash proceeds of $160,000.

Company issued 257,591 shares of restricted Common Stock at a price of $1.596 per share, or a total of $411,120, to

acquire 18% equity interests in New Business Media Sdn.

Bhd (“NBMSB”).

Company issued 200,000 shares of restricted Common Stock at a price of $1.567 per share, or a total of $313,400, to

settle a marketing expense to Mr.

Seah Kok Wah at a price of $1.10 per

share for cash proceeds of $55,000.

Company issued and sold 145,455 shares of restricted Common Stock in a private placement to AG Opportunities Fund SPC-AG Pre-IPO

Fund SP1 at a price of $1.10 per share for cash proceeds of $160,000.

Company issued 257,591 shares of restricted Common Stock at a price of $1.596 per share, or a total of $411,120, to acquire 18% equity

interests in New Business Media Sdn.

Bhd (“NBMSB”).

Company issued 200,000 shares of restricted Common Stock at a price of $1.567 per share, or a total of $313,400, to settle marketing

expense to Mr.

Dennis Burns.

Company issued 300,000 shares of restricted Common Stock at a price of $1.2405 per share, or a total of $372,150, to

settle a consultancy fee to Mr.

Company issued 300,000 shares of restricted Common Stock at a price of $1.2405 per share, or a total of $372,150, to settle consultancy

Daniel McKinney.

Company issued 685,871 shares of restricted Common Stock at a price of $1.458

per share, or a total of $1,000,000, to acquire 10% equity interests in First Bullion

Holdings Inc.

(“FBHI”).

Company also issued 250,000 shares of restricted Common Stock at a price of $1.458 per share, or a total of $364,500

for purchase of an option to acquire an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation

of FBHI equal to $20,000,000, which shall constitute partial payment for the option should the Company elect to exercise

Company issued 685,871 shares of restricted Common Stock at a price of $1.458 per share,

or a total of $1,000,000, to acquire 10% equity interests in First Bullion Holdings Inc.

Company also issued 250,000 shares of restricted Common Stock at a price of $1.458 per share, or a total of $364,500 for purchase

of an option to acquire an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000,

which shall constitute partial payment for the option should the Company elect to exercise the option.

Company issued and sold 215,000 shares of restricted Common Stock in a private placement to Ms.

Wong Wai Hing Lena

at a price of $1.22 per share for cash proceeds of $262,300.

Wong Wai Hing Lena at a price of

$1.22 per share for cash proceeds of $262,300.

Company issued 342,592 shares of its restricted Common Stock at $2.7 per share, or a total of $925,000, to exercise the stock option

pursuant to Section 2.2 of a stock purchase and option agreement dated October 19, 2020, between the Company, First Bullion Holdings

(“FBHI”) and the shareholder of FBHI.

Company subscribed for $7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuing 3,000,000 shares

of the Company’s restricted Common Stock at a price of $2.402 per share, or a total of $7,206,000 to the Fund.

Company issued 60,000 shares of restricted Common Stock to a designee of the Fund at a price of $2.402 per share, or a total of $144,120

to settle a subscription fee to the Fund.

Company fully repaid the convertible note issued to Streeterville Capital, LLC (“Streeterville”) on October 13, 2020

by issuance of 704,738 shares of its restricted Common Stock at a conversion price of $1 per share for settlement of the principal

balance of $670,000 and accrued interest of $34,738, respectively on April 16, 2021.

The market price of the Company’s Common

Stock was $2.33 per share, or at a total value of $1,642,040, on April 16, 2021.

Company partially repaid the convertible note issued to Streeterville on January 8, 2021 by issuance of 232,659 shares of its restricted

Common Stock at a conversion price of $0.752175 per share for settlement of the principal balance of $175,000 on July 14, 2021.

market price of the Company’s Common Stock was $1.01 per share, or at a total value of $234,986, on July 14, 2021.

Company issued 79,530 shares of its restricted Common Stock at a price of $0.87 per share, or a total of $69,191, to redeem 347,000

shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of Greenpro Capital Village Sdn.

Company partially repaid the convertible note issued to Streeterville on January 8, 2021 by issuance of 281,498 shares of its restricted

Common Stock at a conversion price of $0.621675 per share for settlement of the principal balance of $175,000 on July 26, 2021.

market price of the Company’s Common Stock was $0.93 per share, or at a total value of $261,793, on July 26, 2021.

Company partially repaid the convertible note issued to Streeterville on January 8, 2021 by issuance of 562,995 shares of its restricted

Common Stock at a conversion price of $0.621675 per share for settlement of the principal balance of $350,000 on August 5, 2021.

The market price of the Company’s Common Stock was $0.8697 per share, or at a total value of $489,637, on August 5, 2021.

Company partially repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 643,423 shares of its restricted

Common Stock at a conversion price of $0.621675 per share for settlement of principal balance of $400,000 on August 12, 2021.

market price of the Company’s Common Stock was $0.8101 per share, or at a total value of $521,237, on August 12, 2021.

Company partially repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 3,375,000 shares of its

restricted Common Stock at a conversion price of $0.621675 per share for settlement of principal balance of $2,098,153 on August

The market price of the Company’s Common Stock was $0.7599 per share, or at a total value of $2,564,662, on August

Company partially repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 3,370,000 shares of its

restricted Common Stock at a conversion price of $0.621675 per share for settlement of principal balance of $2,095,045 on August

The market price of the Company’s Common Stock was $0.9164 per share, or at a total value of $3,088,268, on August

Company fully repaid the convertible note issued to Streeterville on January 8, 2021 by issuance of 1,709,667 shares of its restricted

Common Stock at a conversion price of $0.621675 per share for settlement of the balance of principal of $960,000 and accrued interest

of $102,857 on August 31, 2021.

The market price of the Company’s Common Stock was $0.9573 per share, or at a total value of

$1,636,664, on August 31, 2021.

Company partially repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 1,075,000 shares of its

restricted Common Stock at a conversion price of $0.621675 per share for settlement of principal balance of $668,301 on August 31,

The market price of the Company’s Common Stock was $0.9573 per share, or at a total value of $1,029,097, on August 31,

Company partially repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 227,299 shares of its restricted

Common Stock at a conversion price of $0.43995 per share for settlement of principal balance of $100,000 on October 6, 2021.

market price of the Company’s Common Stock was $0.6761 per share, or at a total value of $153,676, on October 6, 2021.

Company fully repaid the convertible note issued to Streeterville on February 11, 2021 by issuance of 1,042,725 shares of its restricted

Common Stock at a conversion price of $0.43995 per share for settlement of the balance of principal of $154,989 and accrued interest

of $303,758, respectively on October 8, 2021.

The market price of the Company’s Common Stock was $0.6811 per share, or at a

total value of $710,200, on October 8, 2021.

Company issued 200,000 shares of its restricted Common Stock at a price of $1.0404 per share, or a total of $208,080, to settle marketing

expense to Mr.

Dennis Burns.

Compensation Plan Information

have not adopted or approved an equity compensation plan.

None of options, warrants or other convertible securities have been

granted outside of an approved equity compensation plan.

None of options, warrants or other convertible securities have been granted

outside of an approved equity compensation plan.

Agent and Registrar

transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598, telephone

number is 212-828-8436.

SELECTED FINANCIAL DATA

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2020

and 2019, should be read in conjunction with our financial statements and the notes to those financial statements that are included

elsewhere in this Annual Report.

Some of the information contained in this management’s discussion and analysis or set forth

elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing,

includes forward looking statements that involve risks, uncertainties and assumptions.

As a result of many factors, including

those factors set forth in the “Risk Factors”

section of this Annual Report, our actual results could differ materially

from the results described in or implied by the forward-looking statements contained in this Annual Report.

Capital Corp.

(the “Company”

or “Greenpro”), was incorporated in the State of Nevada on July 19, 2013.

We provide cross-border business solutions and accounting outsourcing services to small and medium-size businesses located in

Asia, with an initial focus on Hong Kong, Malaysia and China.

Greenpro provides a range of services as a package solution (the

“Package Solution”) to our clients and we believe that our clients can reduce their business costs and improve their

addition to our business solution services, we also operate a venture capital business through Greenpro Venture Capital Limited,

an Anguilla corporation.

One of our venture capital business segments focuses on (1) establishing a business incubator for start-up

and high growth companies to support such companies during critical growth periods, which will include education and support services,

and (2) searching the investment opportunities in selected start-up and high growth companies, which may generate significant

returns to the Company.

Our venture capital business focuses on companies located in South-East Asia and East Asia, including

Hong Kong, Malaysia, China, Thailand and Singapore.

Another venture capital business segment focuses on rental activities of commercial

properties and the sale of investment properties.

of Operations

information regarding our controls and procedures, see Part II, Item 9A - Controls and Procedures, of this Annual Report.

the years ended December 31, 2020 and 2019, we operated in three regions:

Hong Kong, Malaysia and China.

We derived revenues from

rental activities of our commercial properties, sale of properties, and the provision of services.

A table further describing

our revenue and cost of revenues is set forth below:

ended December 31,

revenue (including $250,246 and $1,977,186 of service revenue from related parties for the years ended December 31, 2020 and

2019, respectively)

of real estate properties

of service revenue (including $2,514 and $300,561 of cost of service to related parties for the years ended December 31, 2020

and 2019, respectively)

of real estate properties sold

of rental revenue

cost of revenues

and administrative (including $12,483 and $186,026 of general and administrative expense to related parties for the years

ended December 31, 2020 and 2019, respectively)

of other receivables

operating expenses

FROM OPERATIONS

$ (2,905,575 )

$ (1,591,085 )

of the years ended December 31, 2020 and 2019

revenue was $2,254,811 and $4,484,822 for the years ended December 31, 2020 and 2019, respectively.

The decrease of $2,230,011

was primarily due to a decrease in the revenue of business services.

We expect revenue from our business services segment to decrease

in the next few months due to the impact of the COVID-19 pandemic.

Business Revenue

from the provision of business services was $1,876,954 and $4,201,601 for the years ended December 31, 2020 and 2019, respectively.

It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting

and financial analysis services.

We experienced a decrease in service income as a result of fewer service orders placed

from clients during the period due to the impact of the COVID-19 pandemic.

Estate Business

from rentals was $124,128 and $93,699 for the years ended December 31, 2020 and 2019, respectively.

It was derived principally

from leasing properties in Malaysia and Hong Kong.

We believe our rental income will be stable in the near future.

of Properties

the year ended December 31, 2020, revenue from the sale of properties was $253,729, which was derived from the sale of one property

located in Hong Kong.

For the year ended December 31, 2019, there was revenue of $189,522 generated from the sale of one property

located in Hong Kong.

opportunities permit, management expects to continue to purchase and sell commercial real estate in the near future.

we expect revenue and costs attributable to the sale of properties to fluctuate on a going forward basis.

Operating Costs and Expenses

operating costs and expenses were $5,160,386 and $6,075,907 for the years ended December 31, 2020 and 2019, respectively.

They consist of cost of service revenue, cost of real estate properties sold, cost of rental revenue, general and administrative,

and impairment of other receivables.

from operations for the Company for the years ended December 31, 2020 and 2019 was $2,905,575 and $1,591,085, respectively.

The increase in a loss from operations was mainly due to a decrease in service revenue of $2,324,647.

of Service Revenue

of revenue for provision of services was $338,683 and $1,191,301 for the years ended December 31, 2020 and 2019, respectively.

It primarily consists of employee compensation and related payroll benefits, company formation cost and other professional fees

directly attributable to cost related to the services rendered.

of Real Estate Properties Sold

of revenue on properties sold was $210,616 and $137,205 for the years ended December 31, 2020 and 2019, respectively.

consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs.

Selling and advertising costs are expensed as incurred.

of Rental Revenue

of rental revenue was $50,114 and $48,281 for the years ended December 31, 2020 and 2019, respectively.

It includes the costs

associated with taxes, repairs and maintenance, property insurance, depreciation and other related administrative costs.

management fee and utility expenses are paid directly by tenants.

and Administrative

and administrative (“G&A”) expenses were $4,560,973 and $4,675,050 for the years ended December 31, 2020

and 2019, respectively.

The general and administrative expenses consist primarily of salaries and wages of $1,586,754,

rent and rates of $319,481, advertising and promotion of $567,567, directors’

remuneration of $373,125, consultancy fee

of $378,161, and audit, legal, and other professional fees of $455,362.

We expect our G&A expenses will continue to

increase as we integrate our business acquisitions, expand our businesses and offices into new jurisdictions, and strengthen our

existing businesses.

loss on other receivables was $0 and $24,070 for the years ended December 31, 2020 and 2019, respectively.

value of shares issued for marketing expenses and consulting expenses

September 14, 2020, the Company issued 35,000 shares of restricted Common Stock valued at $1.00 per share, or a total of

$35,000 for a marketing expense to a marketing service provider, CorporateAds, LLC.

December 1, 2020, the Company issued 200,000 shares of restricted Common Stock valued at $1.567 per share, or a total of

$313,400 for a marketing expense to an investor relations agent, Mr.

Dennis Burns.

December 1, 2020, the Company issued 300,000 shares of restricted Common Stock valued at $1.2405 per share, or a total

of $372,150 for a consultancy fee to a business consultant, Mr.

Daniel McKinney.

October 13, 2020, the Company issued three unsecured promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities

Fund, LLC and Granite Global Value Investments Ltd.

(collectively, the “Investors”), respectively (see Note 11).

expenses related to the convertible promissory notes totaled $1,013,415 for the year ended December 31, 2020, which includes coupon

interest expense of $38,742, amortization of discount on convertible notes of $15,122, amortization of debt issuance costs of

$6,780, interest expense associated with conversion of notes of $120,571 and interest expense associated with accretion of convertible

notes payable of $832,200.

interest expenses were $1,144,530 and $103,396 for the year ended December 31, 2020 and 2019, respectively.

to noncontrolling interest

Company recorded net income (loss) attributable to noncontrolling interest in the consolidated statements of operations for noncontrolling

interests of a consolidated subsidiary.

December 31, 2020, the consolidated financial statements include noncontrolling interests related to the Company’s 60% ownership

of Forward Win International Limited (“FWIL”), which is principally trading and leasing properties in Hong Kong.

Company recorded net income attributable to noncontrolling interest of $8,870 for the year ended December 31, 2020 and net loss

attributable to noncontrolling interest of $4,929 for the year ended December 31, 2019.

In 2020, net income attributable to noncontrolling

interest was primarily due to a net income derived from FWIL and its share of income allocated to the noncontrolling interests.

In 2019, net loss attributable to noncontrolling interest was primarily due to a net loss incurred by FWIL and its share of loss

allocated to the noncontrolling interests.

loss was $3,752,953 and $1,349,478 for the year ended December 31, 2020 and 2019, respectively.

The increase in net loss

in 2020 was mainly due to a decrease in service revenue of $2,324,647 compared to 2019.

were no seasonal aspects that had a material effect on the financial condition or results of operations of the Company.

than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events

for the year ended December 31, 2020 that are reasonably likely to have a material adverse effect on our financial condition,

changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources,

or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial

Sheet Arrangements

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 as of December 31, 2020.

of December 31, 2020, one of the subsidiaries of the Company leases an office in Hong Kong under a separate non-cancellable operating

lease with a term of three years commencing from May 1, 2018 to April 30, 2021.

Another subsidiary of the Company leases an office

in Malaysia under a separate non-cancellable operating lease with a term of one year commencing from April 1, 2020 to March 31,

At December 31, 2020, the future minimum rental payments under these leases aggregate are approximately $91,907 and due

Party Transactions

the years ended December 31, 2020 and 2019, related party service income totaled $250,246 and $1,977,186, respectively.

the years ended December 31, 2020 and 2019, related party expenses included in cost of services and general and administrative

expenses totaled $14,997 and $486,587, respectively.

For the years ended December 31, 2020 and 2019, related party other income

totaled $1,934 and $9,798, respectively.

due from related parties were $62,320 and $61,623 as of December 31, 2020 and 2019, respectively.

Amounts due to related parties

were $1,108,641 and $1,009,760 as of December 31, 2020 and 2019, respectively.

related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain

percentage of the shares of such companies, or those companies that the Company can exercise significant influence over those

companies in making financial and operating policy decisions.

Some of the related parties are either controlled by or under common

control of Mr.

Loke Che Chan Gilbert or Mr.

Lee Chong Kuang, directors of the Company.

One of the related parties is controlled

Chen Yanhong, a director of some of our subsidiaries.

Accounting Policies and Estimates

preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make

estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at

the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment

analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and

the accrual of potential liabilities.

Actual results may differ from these estimates.

Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .

ASC 606 creates a

five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying

the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining

the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue

as each performance obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable that

the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service

revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties.

of long-lived assets

assets primarily include real estate held for investment, real estate held for use, and equipment and intangible assets.

In accordance

with the provision of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually

in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change

in the business climate.

The recoverability of long-lived assets is measured at the reporting unit level.

If the total of the

expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference

between the fair value and carrying amount of the asset.

accounting pronouncements

to Note 1 in the accompanying financial statements.

and Capital Resources

of December 31, 2020, we had working capital deficiency of $3,411,175 as compared to working capital deficiency of $2,078,026

as of December 31, 2019.

As of December 31, 2020, we had total current assets of $1,612,113 consisting of cash and cash equivalents

of $1,086,753, accounts receivable of $191,490, prepaids and other current assets of $190,304, amounts due from related parties

of $62,320 and deferred costs of revenue of $81,246, compared to total current assets of $1,798,245 as of December 31, 2019.

had current liabilities of $5,023,288 mainly consisting of amounts due to related parties of $1,108,641, accounts payable

and accrued liabilities of $702,726, deferred revenue of $1,634,075 and derivative liabilities of $1,189,786 as

of December 31, 2020, compared to total current liabilities of $3,876,271 as of December 31, 2019.

The Company’s net losses

were $3,752,953 and $1,349,478 for the year ended December 31, 2020 and 2019, respectively.

The increase in net loss was

mainly due to a decrease in service revenue of $2,324,647.

the year ended December 31, 2020, the Company incurred a net loss of $3,752,953 and used cash in operating activities of

$1,567,758, and at December 31, 2020, the Company had a working capital deficiency of $3,411,175.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the

financial statements are issued.

In addition, the Company’s independent registered public accounting firm, in its report

on our December 31, 2020 financial statements, has raised substantial doubt about the Company’s ability to continue as a

going concern.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue

as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial

support from its shareholders.

Management believes the existing shareholders or external financing will provide the additional

cash to meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed,

will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company can obtain

additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause

substantial dilution for its stockholders, in the case of equity financing.

maturities of the long-term bank loans for each of the five years and thereafter are as follows:

cash used in operating activities was $1,567,758 and $1,433,371 for the year ended December 31, 2020 and 2019, respectively.

The cash used in operating activities in 2020 was mainly from net loss for the year, a decrease in accounts payable and accrued

liabilities, and a decrease in operating lease liabilities, while the cash used in operating activities in 2019 was mainly from

net loss for the year, a decrease of deferred revenue and a decrease in the fair value of derivative liabilities.

Non-cash expenses

totaled $2,060,955 and $270,609 for the years ended December 31, 2020 and 2019, respectively, which were mostly composed

of depreciation and amortization of $515,255, fair value of shares issued for marketing expenses of $348,400, fair value

of shares for a consulting expense of $372,150 and interest expense associated with accretion of convertible notes of $832,200

for the year ended December 31, 2020.

Company has incurred operating losses and used cash in its operating activities for the past two years.

cash used in investing activities was $44,887 for the year ended December 31, 2020 and net cash provided by investing activities

was $161,424 in 2019.

cash used in investing activities mainly resulted from purchases of other investments of $248,056 and offset by cash proceeds

from real estate held for sale of $137,375 and a net cash surrender value from redemption of life insurance policy of $93,717

Net cash provided by investing activities was primarily by a cash proceeds from real estate held for sale of $189,522

cash provided by financing activities was $1,502,735 and $381,798 for the year ended December 31, 2020 and 2019, respectively.

cash provided by financing activities was mainly by net cash proceeds from convertible promissory notes of $1,470,000 in 2020.

Net cash provided by financing activities was mainly resulted from a short-term loan proceeds of $385,158 in 2019.

is the tabular summary of the financing activities of the Company during 2020 and 2019:

of Common Stock issued

June 15, 2020

Company issued 8,602 shares of restricted Common Stock at a price of $4.80 per share for aggregate gross proceeds of

$41,290, plus cash of $129,032 for the acquisition of 100% of the shareholdings of Sparkle Insurance Brokers Limited (renamed

to Greenpro Sparkle Insurance Brokers Limited on April 4, 2019).

Company issued 4,444,444 shares of restricted Common Stock at a price of $0.90 per share, or a total of $4,000,000,

to acquire a 4% interest in a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”).

Company issued 35,000 shares of restricted Common Stock at a price of $1.00 per share, or a total of $35,000, to settle

a marketing expense to a marketing service provider, CorporateAds, LLC (“CorporateAds”).

Company issued 457,312 shares of restricted Common Stock at a price of $1.64 per share, or a total of $749,992, to

acquire 15% equity interests in Ata Plus Sdn.

Bhd (“APSB”).

Company issued and sold 50,000 shares of restricted Common Stock in a private placement to Mr.

Seah Kok Wah at a price

of $1.10 per share for cash proceeds of $55,000.

Company issued and sold 145,455 shares of restricted Common Stock in a private placement to AG Opportunities Fund SPC-AG

Pre-IPO Fund SP1 at a price of $1.10 per share for cash proceeds of $160,000.

Company issued 257,591 shares of restricted Common Stock at a price of $1.596 per share, or a total of $411,120, to

acquire 18% equity interests in New Business Media Sdn.

Bhd (“NBMSB”).

Company issued 200,000 shares of restricted Common Stock at a price of $1.567 per share, or a total of $313,400, to

settle a marketing expense to an investor relations agent, Mr.

Dennis Burns.

Company issued 300,000 shares of restricted Common Stock at a price of $1.2405 per share, or a total of $372,150, to

settle a consultancy fee to a business consultant, Mr.

Daniel McKinney.

Company issued 685,871 shares of restricted Common Stock at a price of $1.458

per share, or a total of $1,000,000, to acquire 10% equity interests in First Bullion

Holdings Inc.

(“FBHI”).

Company also issued 250,000 shares of restricted Common Stock at a price of $1.458 per share, or a total of $364,500

for purchase of an option to acquire an additional 8% of the issued and outstanding shares of FBHI, at an agreed valuation

of FBHI equal to $20,000,000, which shall constitute partial payment for the option should the Company elect to exercise

Company issued and sold 215,000 shares of restricted Common Stock in a private placement to Ms.

Wong Wai Hing Lena

at a price of $1.22 per share for cash proceeds of $262,300.

of December 31, 2020, there were 61,764,562 shares of Common Stock issued and outstanding.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements required by this item are located following the signature page of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598, telephone number

is 212-828-8436.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity