Greenpro Capital Corp. 10-K/A

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021 and have concluded that our disclosure controls and procedures were effective as of December 31, 2021. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted assessments of the Company’s internal control over financial reporting as of December 31, 2021 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2021, the Company’s internal controls over financial reporting were effective. 59 Changes in Internal Control over Financial Reporting There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ITEM 9B. OTHER INFORMATION None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. We have not been identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on our financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. 60 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth certain information about our executive officers and directors as of the date of this Annual Report. Name Age Positions and Offices Lee, Chong Kuang 48 President, Chief Executive Officer, Director Loke, Che Chan Gilbert 67 Chief Financial Officer, Secretary, Treasurer, Chairman of the Board Chuchottaworn, Srirat (1) 53 Director Louis, Ramesh Ruben (1)(2)(3) 44 Director Glendening, Brent Lewis (1)(2)(3) 67 Director Bringuier, Christophe Philippe Roland (1)(2) 44 Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Lee, Chong Kuang , age 48, has served as our Chief Executive Officer, President and Director since July 19, 2013. During the period of July 19, 2013 to June 5, 2019, he served as Chairman of the Board. From 2003 until January 2015, Mr. Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003. He served as director, Chief Financial Officer and Treasurer of Odenza Corp. from February 4, 2013 to April 29, 2016. He also served as the Chief Financial Officer and director of Moxian Corporation from October 2012 until December 2014. Mr. Lee served as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017. Mr. Lee served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. From 1997 to 2000, Mr. Lee worked at K. Y. Ho & Co, Chartered Accountants. He began his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997. As a qualified member of the ACCA and Malaysia Institute of Accountants, Mr. Lee earned his professional qualification from the Hong Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, corporate structuring planning with special focus in cross-border client nature, in addition to his accounting software businesses. Mr. Lee established the Cross-Border Business Association (CBBA) – a NGO (Non-Government Organization) established under Hong Kong Society Act - to provide information and professional advice in Cross Border Business for its investment members. For the Cross-Border Investment especially in the mining resources companies which are growing fast since 2011, Mr. Lee continues to support its clients by using cloud platform to strengthen its clientele through the use of technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes. Mr. Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise. Loke, Che Chan Gilbert , age 67, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013. Effective from June 6, 2019, he serves as Chairman of the Board. Mr. Loke has extensive knowledge in accounting and has been an accountant for more than 35 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1981 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small medium-sized enterprises. From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia Properties Inc. from May 31, 2011 to March 28, 2012 and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US, from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He has also served the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc. from September 4, 2014 to September 28, 2016. 61 Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015 to June 6, 2017. Mr. Loke served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his degree of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as Certified Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise and business leadership. Chuchottaworn, Srirat, age 53, joined us as an Independent Director on October 18, 2015. Ms. Chuchottaworn has more than 20 years in the IT and consulting business. In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate of FI/CO. In 2004, she found I AM Group and has been the group director since then. She is an experienced project manager and holds multiple SAP certifications. She earned a Bachelor’s in Engineering Degree from the King Monkut’s Institute of Technology Ladkrabang and Master of Science in Information Technology from the Chulalongkorn University. Ms. Chuchottaworn brings to the board of directors business leadership and experience and familiarity with conducting business in Thailand. Louis, Ramesh Ruben, age 44, joined us as an Independent Director of the Company on May 8, 2019. Mr. Louis is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner. Mr. Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing, trading, IT, shipping, retailing, etc. He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO from April 2000 to 2004 and from 2005 to 2006, respectively. He also has experience in corporate finance with Southern Investment Bank Berhad for a year from 2004 to 2005. Mr. Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s, issuance of bonds, corporate and debt restructuring and investigative audit. His training and advisory experience includes topics on Internal and Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management and Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts and Projections, Forensic and Fraud Accounting/Auditing, as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS). He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals and public sector institutions. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia. Mr. Louis brings to the board of directors extensive experience in mergers and acquisitions, risk management, strategic planning, and financial oversight and reporting. Glendening, Brent Lewis , age 67, joined us as an Independent Director of the Company on October 1, 2019. Mr. Glendening, a U.S. citizen, is a global technology executive with over 25 years of experience in international management and strategic IT leadership driving business results and strategic programs. Since September 2018, he has served as the managing director of Brent Glendening & Associates LLC, a company that provides senior IT leadership development and support services in strategic planning, strategic supplier negotiations and business analytics / artificial intelligence (AI) development. From March 2017 to August 2018, he served as vice president of supply chain solutions of Halo BI LLC, a company that provides business analytics solutions with an emphasis in supply planning and utilizing AI to improve supply chain planning. In this role, Mr. Glendening was the chief architect for all business analytics solutions development. From April 2010 to February 2017, he served as vice president of information technology of The Carlstar Group LLC, a worldwide leader of specialty tires and wheels for the off-road enthusiast market. Mr. Glendening has expertise in global business harmonization, consolidation and restructuring. During his career, in addition to the positions disclosed above, Mr. Glendening has held senior technology management positions in various other notable companies, such as director of management information services of ADT Security Systems, Inc., executive vice president and chief information officer of Schindler Holding AG, Switzerland (SCHN: SWX), president of Schindler Informatik AG and vice president and international chief information officer of Whirlpool Corporation (NYSE: WHR). Mr. Glendening was awarded the Top 10 Chief Information Officer by Computerworld in Switzerland 2005. Mr. Glendening brings to the board of directors significant senior executive leadership experience, as well as relevant experience in information technology, AI and business process improvement. Bringuier, Christophe Philippe Roland , age 44, joined us as an Independent Director of the Company on October 16, 2019. Mr. Bringuier, a French citizen, is currently living and working in Hong Kong. He has over 15 years of international exposure in France, India, PRC and Hong Kong. Mr. Bringuier has held various managerial positions in different industries such as banking, energy, direct marketing, watchmaking and financial services since 2001. From 2011 to 2016, he served as senior operations manager, and from September 2021, he has rejoined and served as the operations director in Asia-Pacific of Intertrust Group (HK) Limited, a company that delivers high-quality, tailored corporate, fund, capital market and private wealth services to its clients. From October 2018 to September 2021, he served as the business transformation specialist and from April 2020, he was promoted as the director of operations of Asia of Equiom Group (HK) Limited, a company that provides end-to-end wealth protection and business support services to private clients, corporate clients and funds. Mr. Bringuier established his own consulting company in 2016, Itaque Consulting in Hong Kong, providing consulting services for business transformation, leadership and communication skill training and coaching courses for senior executives in various industries. From 2007 to 2011, he served as project and marketing manager of Montrichard Watch Company Limited in Shenzhen, PRC, a watchmaking company with production plants in PRC and Switzerland, and offices in Europe, Asia and USA. Mr. Bringuier has expertise in process improvement, stakeholder management and project management in a complex, multicultural or cross-functional environment. Mr. Bringuier brings to the board of directors extensive knowledge and experience in talent development, executive coaching, business transformation and international operations. Family Relationships There are no family relationships between any of our directors or executive officers. 62 Involvement in Certain Legal Proceedings No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No executive officer or director has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business or property of such person, or 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; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● 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 involvement in any type of business, securities or banking activities; ● Being found by a court of competent jurisdiction (in a civil action), the SEC 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; ● Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or 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 any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being 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, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Board of Directors All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. As a Nasdaq listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a smaller reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of majority of independent directors, and an audit committee of at least three members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. Director Independence The board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards. Based on this review, the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, Glendening Brent Lewis, and Bringuier Christophe Philippe Roland are independent within the meaning of the NASDAQ rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable NASDAQ rules that our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management. 63 Board Committees Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters are available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Board Leadership Structure and Role in Risk Oversight Mr. Loke Che Chan Gilbert holds the positions of chief financial officer and chairman of the board of the Company. The board believes that Mr. Loke’s services as both chief financial officer and chairman of the board is in the best interest of the Company and its shareholders. Mr. Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees and customers. The board has not designated a lead director. Given the limited number of directors comprising the board, the independent directors call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors. Management is responsible for assessing and managing risk, subject to oversight by the board of directors. The board oversees our risk management policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees of the board assist the board in this oversight responsibility in their respective areas of expertise. ● The Audit Committee assists the board with the oversight of our financial reporting, independent auditors and internal controls. It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing anti-fraud measures. The audit committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial reporting. ● The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks. ● The Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives. Audit Committee Our Audit Committee was established on March 23, 2016 and is currently comprised of all our independent directors: Mr. Louis Ramesh Ruben (Chairman), Ms. Chuchottaworn Srirat, Mr. Glendening Brent Lewis and Mr. Bringuier Christophe Philippe Roland. Mr. Louis is Chair of the Audit Committee, and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. 64 According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Company’s website contains a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the Company’s accounting and financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. ● Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; ● Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; ● Be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management. Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; ● administering incentive and equity-based compensation; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors. Our Compensation Committee was established on March 17, 2017 and currently consists of Mr. Louis Ramesh Ruben, Mr. Glendening Brent Lewis and Mr. Bringuier Christophe Philippe Roland. Mr. Louis serves as chairman of the Compensation Committee. 65 Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee will be responsible for, among other matters: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management. Our Corporate Governance and Nominating Committee was established on March 17, 2017 and currently consists of Mr. Glendening Brent Lewis and Mr. Louis Ramesh Ruben. Mr. Glendening serves as chairman of the Corporate Governance and Nominating Committee. Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board We do not currently have a procedure by which security holders may recommend nominees to the Board. Director Qualifications The board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the board that are applicable to directors and there are other skills and experience that should be represented on the board as a whole, but not necessarily by each director. The board considers the qualifications of director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs. In its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in the light of the current needs of the board. The board also takes the ability of each potential candidate into account, such as to evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business experiences and specialized skills of each candidate. Diversity of background including diversity of race, ethnicity, international background, gender and age, may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership. Code of Business Conduct and Ethics Our board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The code of ethics is available on the Company’s website at www.greenprocapital.com. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders, except one officer who was late, were met during the year ended December 31, 2021. 66 ITEM 11. EXECUTIVE COMPENSATION Set forth below is information regarding the compensation paid during the year ended December 31, 2021 and 2020 to our principal executive officer and principal financial officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report. Name and Principal Position Year Salary ($) Other Compensation ($) Total ($) Lee Chong Kuang 2021 299,000 26,000 325,000 Chief Executive Officer and President 2020 169,000 26,000 195,000 Loke Che Chan Gilbert 2021 299,000 26,000 325,000 Chief Financial Officer, Treasurer and Secretary 2020 169,000 26,000 195,000 Employment Agreements Each of Mr. Loke Che Chan Gilbert, our Chief Financial Officer, Secretary and director, and Mr. Lee Chong Kuang, our Chief Executive Officer and director, signed an employment agreement on July 28, 2020. The new employment agreement came into effect on September 1, 2020 and would expire on August 31, 2023. The terms of the agreement were the same as that of the previous employment agreements. Under the terms of the agreements, each of Messrs. Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly housing allowance of $2,000, plus one month’s additional salary and housing allowance by the end of each year. All of these were payable in the equivalent amount of Hong Kong Dollars. Any variances were mainly due to fluctuation of currency exchange. On January 28, 2021, each of Messrs. Loke and Lee signed a revised employment agreement. The terms of the revised employment agreements, except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements. Messrs. Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf. The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation and ownership of intellectual property. Outstanding Equity Awards at Fiscal Year-End None. Director Compensation During the fiscal year ended December 31, 2021, we provided monthly compensation to our independent directors, including Ms. Chuchottaworn Srirat of $1,000, Mr. Louis Ramesh Ruben of $1,700, Mr. Glendening Brent Lewis of $1,250 and Mr. Bringuier Christophe Philippe Roland of $1,000. During fiscal 2020, we provided monthly compensation to our independent directors, including Ms. Chuchottaworn Srirat of $500, Mr. Louis Ramesh Ruben of $1,200, Mr. Glendening Brent Lewis of $750 and Mr. Bringuier Christophe Philippe Roland of $500. All the independent directors are also the members of Audit Committee. We currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may elect to issue stock options or provide cash compensation to such persons from time to time in the future. However, we are compensating the independent directors who serve on the board. These independent directors are entitled to the reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Compensation Committee Interlocks and Insider Participation We 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. 67 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 29, 2022, certain information concerning the beneficial ownership of our Common Stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding Common Stock or series of Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all our executive officers and directors as a group, and their percentage ownership and voting power. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown. Name of Beneficial Owner (1) Number of Shares Beneficially Owned (2) Percentage of Shares Beneficially Owned (2) Officers and Directors Lee Chong Kuang (3) President, Chief Executive Officer and Director 17,390,337 22.10 % Loke Che Chan Gilbert Chief Financial Officer and Director 10,650,838 13.54 % G-Invest Corporation 2,000,000 2.54 % Chuchottaworn Srirat Independent Director 1,222,500 1.55 % Louis Ramesh Ruben Independent Director 4,000 0.01 % Glendening Brent Lewis Independent Director - - Bringuier Christophe Philippe Roland Independent Director - - Yap Pei Ling (3)(4) Officer 1,659,150 2.11 % Chen Yanhong (5) Officer 208,364 0.26 % All officers and directors as a group (8 persons named above) 31,135,189 39.57 % (1) Except as otherwise set forth below, the address of each beneficial owner is B-7-5, Northpoint, Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia (2) Based on 78,671,688 shares of Common Stock outstanding as of March 29, 2022, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 29, 2022. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 29, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (3) 17,390,337 shares of Common Stock are held by Mr. Lee Chong Kuang and 1,659,150 shares of Common Stock are held by his spouse, Ms. Yap Pei Ling, a director of two of our subsidiaries. In the aggregate of the shares held by Mr. Lee and Ms. Yap, 19,049,487 shares or 24.21% of total outstanding shares of Common Stock as of March 29, 2022. (4) Ms. Yap Pei Ling, spouse of Mr. Lee Chong Kuang, is a shareholder of the Company and a director of two subsidiaries, Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively. (5) Ms. Chen Yanhong is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited and Greenpro Synergy Network (Shenzhen) Limited, respectively. 68 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE Related Party Transactions Except as set forth below, we have not been a party to any transaction since January 1, 2020, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee. Transactions with certain companies which Greenpro Venture Capital Limited owns certain percentage of their company shares and companies that we have determined that we can significantly influence based on our common business relationships. For the years ended December 31, 2021 and 2020, related party service income totaled $861,449 and $250,246, respectively. For the years ended December 31, 2021 and 2020, related party expenses included in cost of services and general and administrative expenses totaled $12,922 and $14,997, respectively. Impairment of related party investment was $5,349,600 and $0 for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, related party other income totaled $0 and $1,934, respectively. Net accounts receivable from related parties was $41 and $152,475 as of December 31, 2021 and 2020, respectively. Amounts due from related parties were $1,170,855 and $62,320 as of December 31, 2021 and 2020, respectively. Amounts due to related parties were $757,283 and $1,108,641 as of December 31, 2021 and 2020, respectively. Our 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 them 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 and the other entity. One of the related parties is controlled by Ms. Chen Yanhong, a director of some of our subsidiaries. All these related party transactions are generally transacted at an arm’s-length basis at the current market value in the normal course of business (see Note 16). 69 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees and Services The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and prior principal accountants. ACCOUNTING FEES AND SERVICES 2021 2020 Audit fees $ 105,000 $ 105,000 Audit-related fees - - Tax fees - - All other fees - - Total $ 105,000 $ 130,000 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 “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation. The category of “Tax services” includes tax compliance, tax advice, tax planning. The category of “All other fees” generally includes advisory services related to accounting rules and regulations. The policies and procedures contained in the Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related services and non-audit services provided by the independent auditors and the provision for such services by JP Centurion & Partners PLT (2021) and JLKZ CPA LLP (2020) were compatible with the maintenance of the firms’ independence in the conduct of its audits. Pre-approval Policies and Procedures Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. Our Audit Committee has adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99.2. 70 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements The following are filed as part of this Annual Report: Financial Statements The following financial statements of Greenpro Capital Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Annual Report: Page AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firms F-2 – F-5 Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 F-6 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and December 31, 2020 F-7 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020 F-9 Notes to Consolidated Financial Statements F-10 – F-36 (b) Exhibits Exhibit No. Description 3.1 Articles of Incorporation, as amended (17) 3.2 Bylaws, as amended (2) 4.1 Form of Common Stock Certificate (2) 4.2 Description of the Registrant’s Common Stock (17) 10.1 Letter of offer of Malaysia Office- One City D-07-06 (3) 10.2 Letter of offer of Malaysia Office- One City D-07-07 (3) 10.3 Exclusive Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network Limited (4) 10.4 Loan Agreement, dated June 13, 2016, by and among Greenpro Holding Limited and Loke Che Chan Gilbert, Lee Chong Kuang (4) 10.5 Share Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.6 Power of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (4) 10.7 Power of Attorney of Lee Chong Kuang dated June 13, 2016 (4) 10.8 Exclusive Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.9 Sale and Purchase Agreement, dated as of April 25, 2017, between Greenpro Capital Corp. and Mr. Yiu Yau Wing and Mr. Chui Sang Derek (5) 10.10 Asset Purchase Agreement, dated as of April 27, 2017, between Greenpro Resources Limited and Gushen Credit Limited (6) 10.11 Employment Contract dated July 28, 2017, by and between the Company and Loke Che Chan Gilbert (7) 10.12 Employment Contract dated July 28, 2017, by and between the Company and Lee Chong Kuang (7) 10.13 Independent Director Agreement, dated October 18, 2015, by and between the Company and Chuchottaworn Srirat (7) 10.14 Independent Director Agreement, dated March 14, 2016, by and between the Company and Shum Albert (7) 10.15 Independent Director Agreement, dated March 14, 2016, by and between the Company and Hee Chee Keong (7) 10.16 Placement Agency Agreement, dated May 31, 2018 (11) 10.17 Subscription Agreement and Supplemental Agreement dated as of July 18, 2018 (12) 71 10.18 Form of Loan Agreement dated July 17, 2018 between the Company and Shenzhen Rong Jin Jia Cheng Investment Limited (13) 10.19 Independent Director Agreement, dated May 8, 2019, by and between the Company and Louis Ramesh Ruben (14) 10.20 Independent Director Agreement, dated October 1, 2019, by and between the Company and Brent Lewis Glendening (15) 10.21 Independent Director Agreement, dated October 16, 2019, by and between the Company and Christophe Philippe Roland Bringuier (16) 10.22 Purchase and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19) 10.23 Subscription Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20) 10.24 Form of Securities Purchase Agreement dated October 13, 2020 between the Company and FirstFire Global Opportunities Fund, LLC (19) 10.25 Form of Convertible Note issued to FirstFire Global Opportunities Fund, LLC dated October 13, 2020 (19) 10.26 Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Granite Global Value Investments Ltd. (19) 10.27 Form of Convertible Note issued to Granite Global Value Investments Ltd. dated October 13, 2020 (19) 10.28 Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Streeterville Capital, LLC (19) 10.29 Form of Convertible Note issued to Streeterville Capital, LLC dated October 13, 2020 (19) 10.30 Stock Purchase and Option Agreement of First Bullion Holdings Inc. dated October 19, 2020. (21) 10.31 Acquisition Agreement dated November 1, 2020 between the Company, Ms. Lee Yuet Lye and Mr. Chia Min Kiat (22) 10.32 Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24) 10.33 Form of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021. (23) 10.34 Form of Additional 8% Acquisition of First Bullion Holdings Inc. dated February 17, 2021 (25) 10.35 Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Loke Che Chan Gilbert** 10.36 Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Lee Chong Kuang** 10.37 Subscription Agreement dated February 3, 2021 between Greenpro Venture Capital Limited and Angkasa-X Holdings Corp.** 10.38 Subscription Agreement dated February 19, 2021 between Greenpro Venture Capital Limited and Simson Wellness Tech. Corp.** 10.39 Form of Acquisition Agreement between the Company and Mr. Lee Chong Kuang dated May 18, 2021 (26) 10.40 Form of Share Exchange Agreement between the Company, Greenpro Capital Village Sdn. Bhd. (GCVSB) and the holders of preference shares of GCVSB dated June 1, 2021 (27) 10.41 Subscription Agreement dated June 2, 2021 between Greenpro Venture Capital Limited and Jocom Holdings Corp.** 10.42 Subscription Agreement dated July 13, 2021 between Greenpro Venture Capital Limited and 72 Technology Group Limited** 10.43 Subscription Agreement dated July 30, 2021 between Greenpro Venture Capital Limited and Ata Global Inc.** 10.44 Subscription Agreement dated August 27, 2021 between Greenpro Venture Capital Limited and catTHIS Holdings Corp.** 10.45 Subscription Agreement dated September 27, 2021 between Greenpro Venture Capital Limited and Fruita Bio Limited** 10.46 Consulting Agreement dated October 1, 2021 between the Company and Dennis Burns** 14.1 Code of Ethics (17) 21.1 List of Subsidiaries (17) 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* 32.1 Section 1350 Certification of principal executive officer* 32.2 Section 1350 Certification of principal financial officer and principal accounting officer* 99.1 Charter of the Audit Committee (17) 99.2 Audit Committee Pre-Approval Procedures (17) 99.3 Charter of the Compensation Committee (17) 99.4 Charter of the Corporate Governance and Nominating Committee (17) * Filed herewith ** Previously Filed (1) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015. (2) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016. (3) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2016. (4) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016. (5) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017. (6) Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on July 25, 2017. (7) Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on August 2, 2017. (8) Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on January 27, 2014. (9) Previously filed as an exhibit to the Company’s registration statement on Form S-1/A filed with the SEC on September 6, 2017. (10) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017. 72 (11) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018. (12) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018. (13) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018. (14) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2019. (15) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019. (16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019. (17) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. (18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020. (19) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020. (20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020. (21) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020. (22) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020. (23) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021. (24) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021. (25) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021. (26) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021. (27) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021. ITEM 16. FORM 10-K SUMMARY None. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Greenpro Capital Corp. Date: July 18, 2022 By: /s/ Lee Chong Kuang Lee Chong Kuang President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/ Lee Chong Kuang President and Chief Executive Officer July 18, 2022 Lee Chong Kuang (Principal Executive Officer) /s/ Loke Che Chan Gilbert Chairman, Chief Financial Officer July 18, 2022 Loke Che Chan Gilbert (Principal Financial and Accounting Officer) /s/ Chuchottaworn Srirat Director July 18, 2022 Chuchottaworn Srirat /s/ Louis Ramesh Ruben Director July 18, 2022 Louis Ramesh Ruben /s/ Glendening Brent Lewis Director July 18, 2022 Glendening Brent Lewis /s/ Bringuier Christophe Philippe Roland Director July 18, 2022 Bringuier Christophe Philippe Roland 74 GREENPRO CAPITAL CORP. Consolidated Financial Statements For the Years Ended December 31, 2021 and 2020 (With Report of Independent Registered Public Accounting Firm) GREENPRO CAPITAL CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firms F-2 – F-5 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-6 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 F-7 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 F-9 Notes to Consolidated Financial Statements F-10 – F-36 F- 1 Report of Independent Registered Public Accounting Firm To: The Board of Directors and Stockholders of Greenpro Capital Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenpro Capital Corp. and subsidiaries (the ‘Company’) as of December 31, 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended of December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. 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 audit 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. 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Critical Audit Matters The critical audit matters below 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Convertible Promissory Note s As disclosed in Note 12 to the consolidated financial statements, the Company issued unsecured convertible promissory notes with principal amount of $6,070,000 and $1,790,000 during 2021 and 2020 respectively. The notes bear the face interest rate of 10% per annum and have contractual maturity of 18 months since the issuance. The Company assessed the notes agreements for embedded derivatives, and recorded beneficial conversion feature of $1,896,160 and $943,584 in 2021 and 2020 respectively, and accretion interest expense of $8,561,440 for the convertible notes payable. F- 2 We identified the valuation of and the accounting treatment for convertible note as key audit matters because both are complex areas. The separation of the debt element from the embedded derivatives element of a convertible note as well as the fair value valuation of the embedded derivatives can involve a significant degree of judgment and is subject to an inherent risk of error. In addition, the audit effort involved specialized skill and knowledge to assist in evaluating the accounting treatment for convertible debts and embedded derivatives. Our audit procedures in this area included the following, among others: (a) Inspected Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized; (b) Verified amounts, interest rate and maturity date to the supporting documentation and debt agreement; and examined terms and conditions of the note; (c) Reviewed the analysis carried out by the management on bifurcation of the convertible debt into debt, beneficial conversion feature, and embedded derivatives; and (d) Considered the adequacy of the disclosures in the financial statements in relation to convertible notes. Investments and Impairment Valuation The Company has significant investments as they represented approximately 43% of total assets. As disclosed in Note 7 to the consolidated financial statements, the Company had equity securities investments in companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The Company made qualitative assessments to evaluate whether the investments are impaired and concluded that the investments are not impaired. We identified the impairment valuation of investments as a key audit matter due to the significance of the balance to the financial statements as a whole. These investments require significant judgments as they are equity securities without a readily determinable fair value and require the Company to assess if there are any changes in circumstances that indicate that the carrying amount of an investment may require impairment. There were significant judgments made by management to identify indicators of impairment and estimating the fair value of the investments which led to a high degree of auditor judgment, subjectivity and effort in evaluating management’s estimation of the fair value of the investment including management’s assessment of the equity investment financial condition, operating performance, prospects and other company-specific information. Our audit procedures in this area included the following, among others: (a) Inspected Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized; (b) Inquired management to obtain an understanding of the Company’s process in evaluating the indication of impairment and fair value assessments; (c) Evaluated the Company’s assessment of impairment by reviewing valuation reports by independent valuers of significant investees; (d) Evaluated the knowledge, skills and ability of the Company’s specialist; and (e) Considered the adequacy of the disclosures in the financial statements in relation to investments. /s/ JP Centurion & Partners PLT We have served as the Company’s auditor since July 2021. JP Centurion & Partners PLT (PCAOB: 6723 ) Kuala Lumpur, Malaysia March 29, 2022 F- 3 Report of Independent Registered Public Accounting Firm To: The Board of Directors and Stockholders of Greenpro Capital Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Greenpro Capital Corp. and subsidiaries (the Company) as of December 31, 2020, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph Regarding Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan regarding these matters is described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 audit 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. 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. Critical Audit Matter The Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Convertible Promissory Note s The Company has significant amount of outstanding convertible promissory notes. As disclosed in Note 12 to the consolidated financial statements, the Company issued three unsecured convertible promissory notes a total principal amount of $1,790,000 with an initial issuance discount of $190,000. As part of debt issuance, the Company also incurred brokers’ fees of $130,000, recorded as a debt issuance cost. The notes bear the face interest rate of 10% and have contractual maturity of 18 months since the issuance. The Company assessed the notes agreements for embedded derivatives, and recorded beneficial conversion feature of $995,500, derivative liability related to put options of $474,500, and accretion interest expense of $832,200 for the amounts in excess of the debt proceeds. We identified the valuation of and the accounting treatment for convertible note as key audit matters because both are complex areas. The separation of the debt element from the embedded derivatives element of a convertible note as well as the fair value valuation of the embedded derivatives can involve a significant degree of judgment and is subject to an inherent risk of error. In addition, the audit effort involved specialized skill and knowledge to assist in evaluating the accounting treatment for convertible debts and embedded derivatives. F- 4 Our audit procedures in this area included the following, among others: (a) Inspected Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized. (b) Verified amounts, interest rate and maturity date to the supporting documentation and debt agreement; and examined terms and conditions of the note. (c) Reviewed the analysis carried out by the management on bifurcation of the convertible debt into debt, beneficial conversion feature, and embedded derivatives. (d) Considering the adequacy of the disclosures in the financial statements in relation to convertible notes. Valuation of financial derivatives instruments The Company has certain derivatives that are bifurcated from convertible promissory notes. As disclosed in Note 10 to the consolidated financial statements, the Company issued three unsecured convertible promissory notes with certain Investors’ early redemption options that are considered derivative liabilities. The Company used Trinomial Option Pricing Model to estimate the fair value of the derivative liability. The derivative liability was classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. The fair value of the derivative liability was estimated to be $1,306,700 at Inception and $1,109,800 at December 31, 2020. We identified the valuation of the fair value measurement of these derivatives instruments requires significant judgments as the contracts are not traded on public exchange and requires the Company to estimate their fair values. The fair values of these option contracts are determined by the Company’s engaged specialist using option pricing models with inputs about share price, strike price, risk-free interest rates, term to expiration, and volatility. As such, the Company has categorized these option contracts as Level 3 fair value measures. Our audit procedures in this area included the following, among others: (a) Obtained an understanding the Company’s specialist process to calculate the fair value of options. (b) Evaluated and tested significant inputs used by the Company’s specialist in determining the fair value option pricing for derivatives. (c) Examined the mathematical accuracy of calculations, evaluated the valuation technique applied and approach used and evaluated the assumptions used to calculate the fair value of derivatives. (d) Compared the Company’s engaged specialist option contract valuations to auditor’s option pricing model valuations. (e) Considering the adequacy of the disclosures in the financial statements in relation to fair value measurements and derivative liabilities. Investments and Impairment Valuation The Company has significant investments as they represented approximately 49% of total assets. As disclosed in Note 7 to the consolidated financial statements, the Company had equity securities investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The Company made qualitative assessments to evaluate whether the investments are impaired and concluded that the investments are not impaired. We identified the impairment valuation of investments as a key audit matter due to the significance of the balance to the financial statements as a whole. These investments require significant judgments as they are private entities that are not traded on public exchange and requires the Company to assess if there is any changes in circumstances that indicate that the carrying amount of an investment may require impairment. There were significant judgments made by management to identify indicators of impairment and estimating the fair value of the investments which led to a high degree of auditor judgment, subjectivity and effort in evaluating management’s estimation of the fair value of the investment including management’s assessment of the equity investment financial condition, operating performance, prospects and other company-specific information. Our audit procedures in this area included the following, among others: (a) Inspecting Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized. (b) Inquired management to obtain an understanding of the Company management’s process in evaluating its convertible debt issuance decisions, impairment assessments, and fair value assessments. (c) Evaluated the Company’s assessment of impairment by reviewing financial condition, operating performance, prospects, business plans, appraisal reports, or other company-specific information of the investees. (d) Considering the adequacy of the disclosures in the financial statements in relation to investments. /s/ JLKZ CPA LLP We have served as the Company’s auditor since July 2020. In 2021, we became the predecessor auditor. JLKZ CPA LLP (PCAOB: 6519 ) Flushing, New York March 29, 2021 F- 5 GREENPRO CAPITAL CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020 (Expressed in U.S. Dollars) December 31, 2021 December 31, 2020 ASSETS Current assets Cash and cash equivalents (including $ 12,866 and $ 172,962 of restricted cash as of December 31, 2021 and 2020, respectively) $ 5,338,571 $ 1,086,753 Accounts receivable, net of allowance of $ 133,356 and $ 24,084 as of December 31, 2021 and 2020, respectively (including $ 41 and $ 152,475 of net accounts receivable from related parties as of December 31, 2021 and 2020, respectively) 30,601 191,490 Prepaids and other current assets 146,661 190,304 Due from related parties 1,170,855 62,320 Deferred costs of revenue (including $ 11,640 and $ 0 to related parties as of December 31, 2021 and 2020, respectively) 123,293 81,246 Total current assets 6,809,981 1,612,113 Property and equipment, net 2,860,205 2,881,090 Real Estate investments: Real estate held for sale 2,205,839 2,218,273 Real estate held for investment, net 717,823 776,080 Intangible assets, net 2,625 3,364 Goodwill 345,808 319,726 Other investments (including $ 9,621,935 and $ 6,829,660 of investments in related parties as of December 31, 2021 and 2020, respectively) 9,621,935 6,829,660 Operating lease right-of-use assets, net 101,221 85,133 Other non-current assets 45,244 70,447 TOTAL ASSETS $ 22,710,681 $ 14,795,886 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 787,595 $ 702,726 Current portion of loans secured by real estate - 158,612 Convertible notes payable, net - 142,473 Due to related parties 757,283 1,108,641 Income tax payable 2,342 - Operating lease liabilities, current portion 89,636 86,975 Deferred revenue (including $ 912,980 and $ 558,600 from related parties as of December 31, 2021 and 2020, respectively) 2,006,696 1,634,075 Derivative liabilities 9,935 1,189,786 Total current liabilities 3,653,487 5,023,288 Long term portion of loans secured by real estate - 1,376,996 Operating lease liabilities, net of current portion 18,760 - Total liabilities 3,672,247 6,400,284 Commitments and contingencies - - Stockholders’ Equity: Preferred stock, $ 0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding - - Common Stock, $ 0.0001 par value; 500,000,000 shares authorized; 78,671,688 and 61,764,562 shares issued and outstanding as of December 31, 2021 and 2020, respectively 7,867 6,178 Additional paid in capital 50,102,738 25,135,738 Accumulated other comprehensive loss ( 26,863 ) ( 26,863 ) Accumulated deficit ( 31,271,808 ) ( 16,922,452 ) Total Greenpro Capital Corp. stockholders’ equity 18,811,934 8,192,601 Noncontrolling interests in consolidated subsidiaries 226,500 203,001 Total stockholders’ equity 19,038,434 8,395,602 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 22,710,681 $ 14,795,886 See accompanying notes. F- 6 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in U.S. Dollars) Year ended December 31, 2021 2020 REVENUES: Service revenue (including $ 861,449 and $ 250,246 of service revenue from related parties for the years ended December 31, 2021 and 2020, respectively) $ 2,820,950 $ 1,876,954 Rental revenue 128,830 124,128 Sale of real estate properties - 253,729 Total revenues 2,949,780 2,254,811 COST OF REVENUES: Cost of service revenue (including $ 0 and $ 2,514 of cost of service to related parties for the years ended December 31, 2021 and 2020, respectively) ( 422,908 ) ( 338,683 ) Cost of rental revenue ( 49,778 ) ( 50,114 ) Cost of real estate properties sold - ( 210,616 ) Total cost of revenues ( 472,686 ) ( 599,413 ) GROSS PROFIT 2,477,094 1,655,398 OPERATING EXPENSES: General and administrative (including $ 12,922 and $ 12,483 of general and administrative expense to related parties for the years ended December 31, 2021 and 2020, respectively) ( 5,231,778 ) ( 4,560,973 ) Total operating expenses ( 5,231,778 ) ( 4,560,973 ) LOSS FROM OPERATIONS ( 2,754,684 ) ( 2,905,575 ) OTHER INCOME (EXPENSES) Other income (including $ 0 and $ 1,934 of other income from a related party for the years ended December 31, 2021 and 2020, respectively) 46,740 150,087 Interest income 7,494 1,606 Reversal of write-off notes receivable 5,000,000 - Fair value (gains) losses of derivative liabilities associated with warrants 70,051 ( 51,441 ) Fair value gains of options associated with convertible notes 5,093,720 196,900 Interest expense (including $ 12,900,855 and $ 1,013,415 of interest expense related to convertible notes for the years ended December 31, 2021, and 2020, respectively) ( 12,950,750 ) ( 1,144,530 ) Loss on extinguishment of convertible notes ( 3,521,263 ) - Impairment of other investment (including $ 5,349,600 and $ 0 of related party investment for the years ended December 31, 2021, and 2020, respectively) ( 5,349,600 ) - Total other expenses ( 11,603,608 ) ( 847,378 ) LOSS BEFORE INCOME TAX ( 14,358,292 ) ( 3,752,953 ) Income tax expense ( 4,940 ) - NET LOSS ( 14,363,232 ) ( 3,752,953 ) Net loss (income) attributable to noncontrolling interest 13,876 ( 8,870 ) NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. ( 14,349,356 ) ( 3,761,823 ) Other comprehensive income: - Foreign currency translation income - 68,306 COMPREHENSIVE LOSS $ ( 14,349,356 ) $ ( 3,693,517 ) NET LOSS PER SHARE, BASIC AND DILUTED $ ( 0.21 ) $ ( 0.07 ) WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 69,204,518 57,357,398 See accompanying notes. F- 7 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in U.S. Dollars) Accumulated Common Stock Additional Other Non- Total Number Paid-in Comprehensive Accumulated Controlling Stockholders’ of shares Amount Capital Loss Deficit Interest Equity Balance as of December 31, 2019 54,723,889 $ 5,473 $ 16,417,481 $ ( 95,169 ) $ ( 13,160,629 ) $ 186,685 $ 3,353,841 Fair value of shares issued for subscription fee Fair value of shares issued for subscription fee , shares Fair value of shares issued for marketing expenses 235,000 24 348,376 - - - 348,400 Fair value of shares issued from conversion of promissory notes Fair value of shares issued from conversion of promissory notes , shares Fair value of shares issued for acquisition Fair value of shares issued for acquisition ,shares Fair value of shares issued for consultancy fee 300,000 30 372,120 - - - 372,150 Fair value of shares issued for other investments 5,845,218 585 6,160,527 - - - 6,161,112 Fair value of shares issued for a stock option 250,000 25 364,475 - - - 364,500 Common Stock sold in private placements 410,455 41 477,259 - - - 477,300 Derecognition of non-controlling interest due to deconsolidation - - - - - 7,446 7,446 Foreign currency translation - - - 68,306 - - 68,306 Beneficial conversion feature related to convertible notes - - 995,500 - - - 995,500 Reclassification of conversion option related to a convertible note Value of beneficial conversion feature resulting from debt extinguishment Net loss for the year - - - - ( 3,761,823 ) 8,870 ( 3,752,953 ) Balance as of December 31, 2020 61,764,562 $ 6,178 $ 25,135,738 $ ( 26,863 ) $ ( 16,922,452 ) $ 203,001 $ 8,395,602 Fair value of shares issued for other investments 3,342,592 334 8,130,666 - - - 8,131,000 Fair value of shares issued for subscription fee 60,000 6 144,114 - - - 144,120 Fair value of shares issued for marketing expense 200,000 20 208,060 - - - 208,080 Fair value of shares issued from conversion of promissory notes 13,225,004 1,322 12,330,938 - - - 12,332,260 Fair value of shares issued for acquisition 79,530 7 69,184 - - 37,375 106,566 Beneficial conversion feature related to convertible notes - - 4,010,083 - - - 4,010,083 Reclassification of conversion option related to a convertible note - - 5,745,520 - - - 5,745,520 Value of beneficial conversion feature resulting from debt extinguishment - - ( 5,671,565 ) - - - ( 5,671,565 ) Foreign currency translation - - - - - - - Net loss for the year - - - - ( 14,349,356 ) ( 13,876 ) ( 14,363,232 ) Balance as of December 31, 2021 78,671,688 7,867 50,102,738 ( 26,863 ) ( 31,271,808 ) 226,500 19,038,434 See accompanying notes. F- 8 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in U.S. Dollars) Year ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 14,363,232 ) $ ( 3,752,953 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 168,684 252,129 Amortization of right-of-use assets 148,954 263,126 Amortization of discount on convertible notes 206,342 15,122 Amortization of debt issuance costs 76,380 6,780 Interest expense associated with accretion of convertible notes 8,561,440 832,200 Interest expense associated with conversion of notes 2,254,480 120,571 Interest expense due to non-fulfillment of use of proceeds requirements 1,106,488 - Interest expense due to early redemption of notes 235,536 - Loss on extinguishment of convertible notes 3,521,263 - Impairment of other investment - related party 5,349,600 - Provision for bad debts 22,583 40,895 Fair value of shares issued for subscription fee 144,120 - Fair value of shares issued for marketing expenses 208,080 348,400 Fair value of shares issued for consultancy fee - 372,150 Reversal of write-off notes receivable ( 5,000,000 ) - (Gain) loss on disposal of a subsidiary ( 3,847 ) 125 (Gain) loss on disposal of property and equipment ( 148 ) 117 Gain on disposal of other investment - ( 875 ) Gain on sale of real estate held for sale - ( 43,113 ) Loss on deconsolidation of controlled subsidiaries - 727 Fair value (gains) losses of derivative liabilities associated with warrants ( 70,051 ) 51,441 Fair value gains of derivative liabilities associated with convertible notes ( 5,093,720 ) ( 196,900 ) Increase in cash surrender value on life insurance - ( 1,940 ) Changes in operating assets and liabilities: Accounts receivable 160,889 30,039 Prepaids and other current assets 68,846 18,441 Deferred costs of revenue ( 42,047 ) ( 7,425 ) Accounts payable and accrued liabilities 84,869 ( 55,087 ) Income tax payable 2,342 ( 27,598 ) Operating lease liabilities ( 143,622 ) ( 266,052 ) Deferred revenue 372,621 431,922 Net cash used in operating activities ( 2,023,150 ) ( 1,567,758 ) Cash flows from investing activities: Purchase of property and equipment ( 39,349 ) ( 3,008 ) Purchase of other investments ( 10,875 ) ( 248,056 ) Acquisition of business, net of cash acquired 81,609 - Proceeds from real estate held for sale - 137,375 Proceeds from sale of property and equipment 283 100 Proceeds from disposal of subsidiary 3,847 - Proceeds from redemption of life insurance policy - 93,717 Disposal of subsidiaries, net of cash disposed - ( 25,015 ) Net cash provided by (used in) investing activities 35,515 ( 44,887 ) Cash flows from financing activities: Principal payments of loans secured by real estate ( 1,542,298 ) ( 542,928 ) Advances (to) from related parties ( 1,239,489 ) 98,363 Proceeds from convertible promissory notes, net 5,210,000 1,470,000 Collection of notes receivable 5,000,000 - Convertible note redemptions paid in cash ( 1,120,000 ) - Proceeds from shares issued for cash, net - 477,300 Net cash provided by financing activities 6,308,213 1,502,735 Effect of exchange rate changes in cash and cash equivalents ( 68,760 ) ( 60,076 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 4,251,818 ( 169,986 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR 1,086,753 1,256,739 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR $ 5,338,571 $ 1,086,753 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income tax $ 3,631 $ 31,581 Cash paid for interest $ 343,009 $ 126,140 NON-CASH INVESTING AND FINANCING ACTIVITIES Fair value of shares issued for a stock option $ - $ 364,500 Fair value of shares issued for acquisition of business $ 69,191 $ - Fair value of shares issued for other investments $ 8,131,000 $ 6,161,112 Fair value of shares issued from conversion of promissory notes $ 12,332,260 $ - Beneficial conversion feature associated with convertible notes payable $ 4,010,083 $ 995,500 Reclassification of conversion option associated with convertible notes payable to additional paid in capital $ 5,745,520 $ - Derecognition of beneficial conversion feature value from additional paid in capital resulting from debt extinguishment $ 5,671,565 $ - Debt discount associated with convertible notes payable $ - $ 1,647,527 Derivative liability associated with convertible notes payable $ - $ 1,109,800 See accompanying notes. F- 9 GREENPRO CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Expressed in U.S. Dollars) NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Greenpro Inc. (the “Company”) was incorporated on July 19, 2013 in the state of Nevada, and in 2015 changed its name to Greenpro Capital Corp. The Company currently provides a wide range of business consulting and corporate advisory services including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. As part of our business consulting and corporate advisory business segment, Greenpro Venture Capital Limited provides a business incubator for start-up and high growth companies during their critical growth period and focuses on investments in select start-up and high growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the and sale of real estate properties held for sale. Our focus is on companies located in South-East Asia and East Asia including Hong Kong, the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended December 31, 2021, the Company incurred a net loss of $ 14,363,232 and net cash used in operating activities of $ 2,023,150 . 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. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major 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. COVID-19 Outbreak On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended December 31, 2021. Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100 %, the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The 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. Significant 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, estimates inherent in recording purchase price allocation, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers . 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 (see Note 2). Cash, cash equivalents, and restricted cash Cash consists of funds on hand and held in bank accounts. Cash equivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds. Restricted cash represents cash restricted for the loan collateral requirements as defined in a loan agreement, and the minimum paid-up share capital requirement for insurance brokers specified under the Insurance Ordinance of Hong Kong. On December 31, 2021 and 2020, cash included funds held by employees of $ 0 and $ 10,911 , respectively and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms which the Company had not set up corporate accounts for (WeChat Pay and Alipay). SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH December 31, 2021 December 31, 2020 Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 4,137,396 $ 147,371 Denominated in Hong Kong Dollars 895,820 623,652 Denominated in Chinese Renminbi 151,311 270,014 Denominated in Malaysian Ringgit 154,044 45,716 Cash, cash equivalents, and restricted cash $ 5,338,571 $ 1,086,753 F- 10 Accounts Receivable Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. SCHEDULE OF ACCOUNTS RECEIVABLES As of December 31, 2021 As of December 31, 2020 Accounts receivable, gross $ 163,957 $ 215,574 Less: Allowance for doubtful accounts ( 133,356 ) ( 24,084 ) Accounts receivable, net $ 30,601 $ 191,490 Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF PLANT AND EQUIPMENT Categories Estimated useful life Office leasehold 27 years Furniture and fixtures 3 - 10 years Office equipment 3 - 10 years Leasehold improvement Over the shorter of estimated useful life or term of lease Office leasehold represents three adjoining office units used by the Company located in a commercial building in Shenzhen, China. The office leasehold is subject to a land lease with a term of 27 years and is being amortized over the remaining lease term. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization expense, classified as operating expenses, was $ 120,707 and $ 120,190 for the years ended December 31, 2021 and 2020, respectively. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its property and equipment. Real estate held for sale Real estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell. The cost of real estate held for sale includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. We actively market all properties that are designated as held for sale. Real estate held for sale is not depreciated. In conducting its reviews for indicators of impairment, the Company evaluates, among other things, the margins on units already sold within the project, margins on units under contract but not closed (none as of December 31, 2021), and projected margin on future unit sales. The Company pays close attention to discern if the real estate held for sale is moving at a slower than expected pace or where margins are trending downward. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its real estate held for sale. Real estate held for investment, net Real estate held for investment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE Categories Estimated useful life Office leasehold 50 years Furniture and fixtures 3 – 10 years Office equipment 3 – 10 years Leasehold improvement Shorter of the estimated useful life or term of lease Office leasehold represents three office units owned by the Company located in two commercial buildings in Kuala Lumpur, Malaysia. Depreciation and amortization expense, classified as cost of rental, was $ 31,688 and $ 32,072 for the years ended December 31, 2021 and 2020, respectively. Management assesses the carrying value of real estate held for investment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its real estate held for investment. Intangible assets, net Amortizable identifiable intangible assets are stated at cost less accumulated amortization and represent customer lists and an insurance agency license acquired in business combinations, and certain trademarks registered in USA, Hong Kong, the PRC, and Singapore. F- 11 Amortization is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE Categories Estimated useful life Customer lists 5 years Insurance agency license 2 years Trademarks 10 years Amortization expense for the years ended December 31, 2021 and 2020 was $ 723 and $ 87,665 , respectively. The Company follows ASC 360 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of intangible assets (see Note 8). Goodwill Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform an annual impairment testing for its reporting units on December 31, of each fiscal year. For the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of goodwill (see Note 8). Impairment of long-lived assets Long-lived assets primarily include real estate held for investment, property 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. As of December 31, 2021 and 2020, the Company determined there were no indicators of impairment of its real estate held for investment and its property and equipment. Investments Investments in equity securities The Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The Company measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses. On December 31, 2021, the Company had seventeen investments in equity securities without readily determinable fair values of related parties valued at $ 9,621,935 , and ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil. On December 31, 2020, the Company had nine investments in equity securities without readily determinable fair values of related parties valued at $ 6,829,660 , and ten investments in equity securities without readily determinable fair values of related parties had been fully impaired with carrying value of $nil (see Note 7). Leases Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the initial recognition of operating lease right-of-use assets of $ 582,647 , lease liabilities for operating leases of $ 582,647 , and a zero cumulative-effect adjustment to accumulated deficit (see Note 9). Debt discount During the year ended December 31, 2021, the Company incurred $ 570,000 of debt discount related to the issuance of convertible promissory notes, as described in Note 12. The discount was amortized over the life of the convertible promissory notes and the Company recognized $ 206,342 of related amortization expense for the year ended December 31, 2021. During the year ended December 31, 2020, the Company incurred $ 190,000 of debt discount related to the issuance of convertible promissory notes, as described in Note 12. The discount was amortized over the life of the convertible promissory notes and the Company recognized $ 15,122 of related amortization expense for the year ended December 31, 2020. Debt issuance costs During the year ended December 31, 2021, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 12, and recorded $ 290,000 of debt issuance costs as a discount to the convertible promissory notes and amortized over the life of the convertible promissory notes. The Company recognized approximately $ 76,380 of related amortization expense for the year ended December 31, 2021. During the year ended December 31, 2020, the Company incurred direct costs associated with the issuance of convertible promissory notes, as described in Note 12, and recorded $ 130,000 of debt issuance costs as a discount to the convertible promissory notes and amortized over the life of the convertible promissory notes. The Company recognized approximately $ 6,780 of related amortization expense for the year ended December 31, 2020. 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 net 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 follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate. Income taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company conducts major businesses in Hong Kong, China and Malaysia, and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. F- 12 Net loss per share Basic net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding, adjusted for the dilutive effect of outstanding Common Stock equivalents. On December 31, 2021 and 2020, the only outstanding Common Stock equivalents were warrants for 53,556 potentially dilutive shares outstanding that have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore basic and diluted net loss per share were the same. Foreign currencies translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollars (“HK$”), which is also the respective functional currency of subsidiaries. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ 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 a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCY TRANSACTION As of and for the years ended December 31, 2021 2020 Period-end MYR : US$1 exchange rate 4.17 4.02 Period-average MYR : US$1 exchange rate 4.14 4.20 Period-end RMB : US$1 exchange rate 6.36 6.53 Period-average RMB : US$1 exchange rate 6.44 6.90 Period-end HK$ : US$1 exchange rate 7.80 7.75 Period-average HK$ : US$1 exchange rate 7.77 7.76 Comprehensive income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income consists of cumulative foreign currency translation adjustments. Fair value of financial instruments The Company follows the guidance of the ASC 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: ● Level 1 : Observable inputs such as quoted prices in active markets; ● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, deferred revenue, and due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of December 31, 2021 and 2020, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $ 9,935 and $ 1,189,786 , respectively (see Note 10). The following table sets forth a summary of the changes in the estimated fair value of our derivative during the years ended December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE FINANCIAL INSTRUMENT Year ended December 31, 2021 Year ended December 31, 2020 Fair value at beginning of period $ 1,189,786 $ 28,545 Derivative liability associated with convertible notes issued during the period 10,839,240 1,306,700 Reclassification of conversion option related to a convertible note to additional paid in capital ( 5,745,520 ) - Fair value gains of derivative liability associated with convertible note ( 6,203,520 ) ( 196,900 ) Fair value (gains) losses of derivative liability associated with warrants ( 70,051 ) 51,441 Fair value at end of period $ 9,935 $ 1,189,786 Concentrations of risks For the year ended December 31, 2021, three customers accounted for 26 % ( 12 %, 8 % and 6 %, respectively) of revenue and three customers accounted for 56 % ( 40 %, 10 % and 6 %, respectively) of accounts receivable at year-end. For the year ended December 31, 2020, three customers accounted for 30 % ( 16 %, 11 % and 3 %, respectively) of revenue and three customers accounted for 82 % ( 74 %, 5 % and 3 %, respectively) of accounts receivable at year-end. For the year ended December 31, 2021, no vendor accounted for 10 % or more of the Company’s cost of revenues and three vendors accounted for 65 % ( 47 %, 9 % and 9 %, respectively) of accounts payable at year-end. For the year ended December 31, 2020, no vendor accounted for 10 % or more of the Company’s cost of revenues and three vendors accounted for 62 % ( 27 %, 21 % and 14 %, respectively) of accounts payable at year-end. F- 13 Exchange rate risk The reporting currency of the Company is US$ but the major revenues and costs are denominated in MYR, RMB and HK$, and a significant portion of the assets and liabilities are denominated in MYR, RMB and HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of the MYR, RMB or HK$ revenues and assets when convert and report to the Company’s US$ financial statements will accordingly decline. The Company does not hold any derivative or other financial instruments that may expose it to a substantial market risk. Risks and uncertainties Substantially all the Company’s services are conducted in Hong Kong, the PRC, Malaysia, Thailand, Taiwan, and the South-East Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak. Recent accounting pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging – Contracts in Equity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. F- 14 NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS The 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. Revenue from services For certain service contracts, we assist or provide advisory to clients in capital market listings (“Listing services”), our services provided to clients are considered as our performance obligations. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded as incurred and deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and when needed may record a liability if a determination is made that costs will exceed revenue. For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“Non-listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. For contracts in which we act as an agent, the Company reports revenue net of expenses paid. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. Revenue from the rental of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay monthly in accordance with lease agreements and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying asset. Revenue from the sale of real estate properties The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of its real estate properties are considered a sale of a nonfinancial asset. Under ASC 610-20, the Company derecognizes the asset and recognizes a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. During the year ended December 31, 2021, no revenue was recognized from the sale of commercial property held for sale. During the year ended December 31, 2020, the Company recognized revenue from the sale of one unit of commercial property held for sale. Cost of revenues Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fees and utility expenses are paid directly by tenants. Cost of real estate properties sold primarily 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. F- 15 The following tables provide information about disaggregated revenue based on revenue by service lines and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE Year ended December 31, 2021 2020 Revenue by service lines: Corporate advisory – Non-Listing services $ 1,848,200 $ 1,521,279 Corporate advisory – Listing services 972,750 355,675 Rental of real estate properties 128,830 124,128 Sales of real estate held for sale - 253,729 Total revenue $ 2,949,780 $ 2,254,811 Year ended December 31, 2021 2020 Revenue by geographic area: Hong Kong $ 1,573,606 $ 1,567,943 Malaysia 601,336 502,338 China 774,838 184,530 Total revenue $ 2,949,780 $ 2,254,811 Our service contract balances include deferred costs of revenue and deferred revenue: Deferred Costs of Revenue For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. Deferred Revenue For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: Deferred revenue and deferred costs of revenue at December 31, 2021 and 2020 are classified as current assets or current liabilities and totaled: SCHEDULE OF DEFERRED REVENUE COST As of December 31, 2021 As of December 31, 2020 Deferred revenue $ 2,006,696 $ 1,634,075 Deferred costs of revenue $ 123,293 $ 81,246 Changes in deferred revenue were as follows at December 31, 2021 and 2020: SCHEDULE OF CHANGES IN DEFERRED REVENUE Year Ended December 31, 2021 Year Ended December 31, 2020 Deferred revenue, beginning of period $ 1,634,075 $ 1,202,153 New contract liabilities 1,616,633 787,597 Performance obligations satisfied ( 1,244,012 ) ( 355,675 ) Deferred revenue, end of period $ 2,006,696 $ 1,634,075 F- 16 NOTE 3 - BUSINESS COMBINATION On June 26, 2019, the Company sold its entire 51 % interest ( 51,000 shares of common stock) in Greenpro Capital Village Sdn. Bhd. (“GCVSB”) to Ms. Tan Tee Yong (“Ms. Tan”) for MYR 51 (approximately $ 12 ). On June 22, 2020, our director, Mr. Lee Chong Kuang (“Mr. Lee”) acquired respective 51 % and 49 % shareholdings of GCVSB ( 51,000 shares and 49,000 shares of common stock of GCVSB) from Ms. Tan and QSC Asia Sdn. Bhd. (“QSC”) at a price of MYR 51,000 and MYR 49,000 or MYR1 per share. In July 2021, the Company acquired all the issued and outstanding shares of common stock of GCVSB from our director, Mr. Lee at a consideration of MYR 167 (approximately $ 40 ) and redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of GCVSB by issuance of 79,530 shares of the Company’s Common Stock valued at $69,191 or $0.87 per share. Total consideration of the acquisition was $69,231. The Company acquired GCVSB to expand its business consulting services . The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). The provisional allocation of the purchase price is based on management’s preliminary estimates. Once management completes its analysis to finalize the purchase price allocation, it is reasonably possible that there could be changes to the preliminary values. The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets and goodwill. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL Cash and cash equivalents $ 81,649 Goodwill 26,082 Total 107,731 Fair value of current liabilities ( 38,500 ) Purchase price $ 69,231 The following unaudited pro forma information presents the combined results of operations as if the acquisition of GCVSB had been completed on January 1, 2020. These unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations: SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS Year ended December 31, 2021 Year ended December 31, 2020 (unaudited) (unaudited) Revenue $ 2,949,780 $ 2,254,811 Loss from operations ( 2,754,684 ) ( 2,907,000 ) Net loss ( 14,363,232 ) ( 3,754,375 ) Net loss per share-basic and diluted $ ( 0.21 ) $ ( 0.07 ) NOTE 4 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT NET As of As of December 31, 2021 December 31, 2020 Office leaseholds $ 3,270,668 $ 3,183,749 Furniture and fixtures 53,372 53,122 Office equipment 61,894 54,524 Leasehold improvement 95,152 63,696 Property, plant and equipment, Gross 3,481,086 3,355,091 Less: Accumulated depreciation and amortization ( 620,881 ) ( 474,001 ) Total $ 2,860,205 $ 2,881,090 Office leasehold represents three adjoining office units used by the Company located in a commercial building in Shenzhen, China. The office leasehold is subject to a 50 -year land lease with a remaining term of 23 years and is being amortized over the remaining lease term. Depreciation and amortization expense, classified as operating expenses, were $ 120,707 and $ 120,190 for the years ended December 31, 2021 and 2020, respectively. On July 9, 2021, the Company had repaid a pledged loan by the office leasehold in full (see Note 11). NOTE 5 - REAL ESTATE HELD FOR SALE At December 31, 2021 and 2020, real estate held for sale was valued $ 2,205,839 and $ 2,218,273 , respectively. Real estate held for sale represents multiple units in a building located in Hong Kong. During the year ended December 31, 2021, no unit was sold. During the year ended December 31, 2020, the Company sold one unit for $ 253,729 , with original cost of $ 188,840 and other costs of sale of $ 21,776 . The property was developed for resale on a “unit by unit” basis and is stated at the lower of cost or estimated fair value, less estimated costs to sell. Real estate held for sale represents properties for which a committed plan to sell exists and an active program to market such properties has been initiated. NOTE 6 - REAL ESTATE HELD FOR INVESTMENT, NET SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET As of As of December 31, 2021 December 31, 2020 Office leasehold $ 824,828 $ 854,253 Furniture and fixtures 54,658 56,608 Office equipment 17,472 18,096 Leasehold improvement 74,931 77,604 Real estate investment property, Gross 971,889 1,006,561 Less: Accumulated depreciation and amortization ( 254,066 ) ( 230,481 ) Total $ 717,823 $ 776,080 Real estate held for investment represents three office units located in two commercial buildings in Malaysia. One of the adjoining office units in one building is rented to an unrelated tenant, and one office unit in another building is used by the Company. Depreciation and amortization expense, included in cost of rental revenue, was $ 31,688 and $ 32,072 for the years ended December 31, 2021 and 2020, respectively. On August 9, and September 21, 2021, the Company had repaid the pledged loans by the real estate held for investment in full (see Note 11). F- 17 NOTE 7 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of As of December 31, 2021 December 31, 2020 (A) Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party) $ 51,613 $ 51,613 (2) Other related parties 9,570,322 6,413,547 (B) Stock option (a related party) - 364,500 Total $ 9,621,935 $ 6,829,660 (A) Investment in equity securities without readily determinable fair values of affiliates (related parties): Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. During the year ended December 31, 2021, the Company recognized impairment of $ 5,349,600 for one of the investments in equity securities without readily determinable fair values. In addition, the Company held equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, we recorded as other investments in our consolidated balance sheets. We reviewed all of our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine fair value of these investments unless impairment indicators exist. When impairment indicators exist, we generally used discounted cash flow analyses to that the fair values of our cost method investments approximated or exceeded their carrying values as of December 31, 2021. Our cost method investments had a carrying value of $ 9,621,935 as of December 31, 2021. On December 31, 2021 and 2020, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of December 31, 2021 December 31, 2020 Original cost $ 15,545,764 $ 6,839,389 Unrealized gains (losses) - - Provision for impairment or decline in value ( 5,923,829 ) ( 374,229 ) Equity securities without readily determinable fair values, net $ 9,621,935 $ 6,465,160 (1) Greenpro Trust Limited (a related party) At December 31, 2021 and 2020, the Company had an approximately 11 % interest in Greenpro Trust Limited with an investment value of $ 51,613 which was recorded at cost, approximates fair value. Greenpro Trust Limited (“GTL”) is a company incorporated in Hong Kong and Messrs. Lee Chong Kuang and Loke Che Chan Gilbert are common directors of GTL and the Company. (2) Other related parties (a) Angkasa-X Holdings Corp.: On February 3, 2021, Greenpro Venture Capital Limited, a subsidiary of the Company (“GVCL”) entered into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which principally provides internet connectivity to rural areas in Southeast Asia (“Angkasa”). Pursuant to the agreement, GVCL acquired 28,000,000 ordinary shares of Angkasa at a price of $ 2,800 or $ 0.0001 per share. The investment was recognized at historical cost of $ 2,800 under other investments. (b) First Bullion Holdings Inc.: On October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr. Tang Ka Siu Johnny and First Bullion Holdings Inc. (“FBHI”). FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit cards, money lending, crypto trading and securities token offerings, with corporate offices in the Philippines and Hong Kong. Pursuant to the agreement, GVCL agreed to acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 by issuing approximately 685,871 shares of the Company’s restricted Common Stock to Mr. Tang, which was based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement. Pursuant to the agreement, Mr. Tang and FBHI also granted to GVCL an option for 180 days following the date of the agreement to purchase an additional 8 % of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $ 20,000,000 . In consideration of acquisition of the option, GVCL agreed to issue 250,000 shares of the Company’s restricted Common Stock to Mr. Tang, which shall constitute partial payment for the option should GVCL elect to exercise the option. On December 11, 2020, the Company issued 685,871 shares of its Common Stock to two designees of Mr. Tang at $ 1.458 per share to acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 , and issued 250,000 shares of its restricted Common Stock at $ 364,500 or $ 1.458 per share in partial consideration of the additional 8% shareholdings of FBHI. On February 17, 2021, GVCL exercised its option and FBHI issued to GVCL, 160,000 ordinary shares of FBHI, comprising the additional 8 % of the shares sold under the agreement valued at $ 20,000,000 . On February 26, 2021, the Company issued an additional 342,592 shares of its restricted Common Stock to two designees of Mr. Tang at $ 2.70 per share (valued at approximately $ 925,000 ). As of December 31, 2021, GVCL in aggregate holds 360,000 ordinary shares of FBHI, representing 18 % of the total issued and outstanding shares of FBHI. The investment was recognized at historical cost of $ 2,289,500 under other investments. F- 18 (c) Simson Wellness Tech. Corp.: On February 19, 2021, GVCL entered into a subscription agreement with Simson Wellness Tech. Corp., a Nevada corporation, which is a digital platform that acts as middleware for distribution of optical products (“Simson”). Pursuant to the agreement, GVCL acquired 5,000,000 shares of common stock of Simson at a price of $ 500 or $ 0.0001 per share. The investment was recognized at historical cost of $ 500 under other investments. (d) Innovest Energy Fund: On February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and is principally engaged in developing a multi-faceted suite of products and services for the cryptocurrency industry and economy (the “Fund”). Pursuant to the agreement, GRL agreed to subscribe for $ 7,206,000 worth of Class B shares of the Fund by issuing 3,000,000 shares of the Company’s restricted Common Stock, par value $ 0.0001 per share, valued at $ 7,206,000 to the Fund. On April 7, 2021, the Company issued 3,000,000 shares of its restricted Common Stock to the Fund and issued 60,000 shares of its restricted Common Stock to a designee of the Fund as a subscription fee of $ 144,120 ($ 2.402 per share) associated with the investment. On December 31, 2021, the Company determined that its investment in the Fund was impaired and revalued at $ 1,856,400 , and an impairment loss of $ 5,349,600 was recorded. (e) Jocom Holdings Corp.: On June 2, 2021, GVCL entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Jocom at a price of $ 150 or $ 0.0001 per share. The investment was recognized at historical cost of $ 150 under other investments. (f) 72 Technology Group Limited: On July 13, 2021, GVCL entered into a subscription agreement with 72 Technology Group Limited, a Cayman Islands corporation with principal business operations in China, is a media company providing digital marketing services using 5G and artificial intelligence (AI) technology (“72 Technology”). Pursuant to the agreement, GVCL acquired 600,000 shares of common stock of 72 Technology at a price of $ 6,000 or $ 0.01 per share. The investment was recognized at historical cost of $ 6,000 under other investments. (g) Ata Global Inc.: On July 30, 2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, is a financial technology (FinTech) service provider (“Ata Global”). Pursuant to the agreement, GVCL acquired 2,250,000 shares of common stock of Ata Global at a price of $ 225 or $ 0.0001 per share. The investment was recognized at historical cost of $ 225 under other investments. (h) catTHIS Holdings Corp.: On August 27, 2021, GVCL entered into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any devices (“catTHIS”). Pursuant to the agreement, GVCL acquired 2,000,000 shares of common stock of catTHIS at a price of $ 200 or $ 0.0001 per share. The investment was recognized at historical cost of $ 200 under other investments. (i) Fruita Bio Limited: On September 27, 2021, GVCL entered into a subscription agreement with Fruita Bio Limited., a British Virgin Islands corporation with major business operations in Thailand, is principally engaged in production of bio-degradable packaging materials (“Fruita”). Pursuant to the agreement, GVCL acquired 10,000,000 shares of common stock of Fruita at a price of $ 1,000 or $ 0.0001 per share. The investment was recognized at historical cost of $ 1,000 under other investments. Impairment of other investments For the year ended December 31, 2021, the Company recognized an impairment loss of $ 5,349,600 of other investments. For the year ended December 31, 2020, there was no impairment of other investments recorded. F- 19 NOTE 8 - INTANGIBLE ASSETS AND GOODWILL Intangible assets SCHEDULE OF INTANGIBLE ASSETS As of As of December 31, 2021 December 31, 2020 Trademarks $ 7,210 $ 7,250 Customer lists 344,500 344,500 Insurance agency license 129,032 129,032 Total intangible assets, gross 480,742 480,782 Less: Accumulated amortization ( 478,117 ) ( 477,418 ) Total $ 2,625 $ 3,364 Intangible assets at December 31, 2021 totaled $ 480,742 and included $ 7,210 of trademarks acquired by Greenpro Resources (HK) Limited (“GRHK”) during the years of 2013 to 2018, $ 344,500 of customer lists from the acquisition of Ace Corporation Services Limited (“Ace”, renamed to Falcon Corporate Services Limited on August 26, 2016) in 2015, and $ 129,032 of an insurance agency license from the acquisition of Sparkle Insurance Brokers Limited (“Sparkle”, renamed to Greenpro Sparkle Insurance Brokers Limited on April 4, 2019) on January 2, 2019, respectively. On December 31, 2021, the customer lists from Ace and the insurance agency license from Sparkle had been fully amortized. The Company’s management conducted the annual impairment test and concluded that it is more likely than not the estimated fair value of the trademarks of GRHK was more than their carrying amount, and no impairment loss was indicated. As a result, no impairment was recorded. Amortization expense for intangible assets for the years ended December 31, 2021 and 2020 was $ 723 and $ 87,665 , respectively. Amortization for each year following December 31, 2021 is as follows: SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Year ending December 31: 2022 $ 723 2023 723 2024 and thereafter 1,179 Total $ 2,625 As of December 31, 2021, the accumulated amortization of intangible assets was $ 478,117 , and the net value of intangible assets was $ 2,625 . Goodwill During 2021, goodwill was increased by $ 26,082 due to the acquisition of Greenpro Capital Village Sdn. Bhd. (“GCVSB”), and as of December 31, 2021, the value of goodwill of $ 345,808 was recorded. As of December 31, 2020, the value of goodwill of $ 319,726 was recorded, which arose from the Company’s acquisition of Falcon Secretaries Limited (“FASL”, renamed to Falcon Accounting & Secretaries Limited on February 25, 2020) in 2015. Goodwill is not amortized but tested for impairment annually. On December 31, 2021, the Company’s management conducted the annual impairment test and concluded that it is more likely than not either the estimated fair value of GCVSB or FASL was more than its respective carrying value, and no impairment of goodwill was indicated. As a result, no impairment was recorded. F- 20 NOTE 9 - OPERATING LEASES As of December 31, 2021, the Company has two separate operating lease agreements for one office space in each of Malaysia and Hong Kong with remaining lease terms of 3 months and 15 months, respectively. The Company does not have any other leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet . The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of operating lease cost and supplemental cash flow information related to leases are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION 1 2 Year Ended December 31, 2021 Year Ended December 31, 2020 Lease Cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations for measurement of lease liabilities) $ 154,562 $ 273,561 Other Information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2021 $ 149,204 $ 270,280 Weighted average remaining lease term – operating leases (in years) 1.21 0.33 Average discount rate – operating leases 4.0 % 4.0 % The supplemental balance sheet information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES 1 2 As of December 31,2021 As of December 31, 2020 Operating leases Right-of-use assets $ 101,221 $ 85,133 Operating lease liabilities $ 108,396 $ 86,975 Maturities of the Company’s lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Leases Year Ended December 31, 2022 $ 92,340 2023 18,865 Total lease payments 111,205 Less: Imputed interest ( 2,809 ) Present value of lease liabilities $ 108,396 For the years ended December 31, 2021 and 2020, the Company’s total lease expenses were $ 179,101 and $ 319,481 , respectively. F- 21 NOTE 10 - DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE LIABILITIES As of As of December 31, 2021 December 31, 2020 Fair value of warrants $ 9,935 $ 79,986 Fair value of options associated with convertible promissory notes - 1,109,800 Total $ 9,935 $ 1,189,786 Warrants On June 12, 2018, warrants exercisable into 53,556 shares of the Company’s Common Stock were issued as placement agent fees related to the Company’s sale of Common Stock (see Note 14). The strike price of warrants issued by the Company is denominated in US dollars. As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of the warrants as a derivative liability upon issuance. The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of As of December 31, 2021 December 31, 2020 Risk-free interest rate $ 1.9 % $ 1.7 % Expected volatility 174 % 181 % Expected life (in years) 1.4 years 2.4 years Expected dividend yield 0.00 % 0.00 % Fair Value of warrants $ 9,935 $ 79,986 The risk-free interest rate is based on the yield available on U.S. Treasury securities. The Company estimates volatility based on the historical volatility of its Common Stock. The expected life of the warrants is based on the expiration date of the warrants. The expected dividend yield was based on the fact the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. For the year ended December 31, 2021, the Company recognized a gain of $ 70,051 associated with the revaluation of above derivative liability. Convertible debt early redemption options On October 13, 2020, the Company issued three unsecured convertible promissory notes with certain Investors’ early redemption options that are considered derivative liabilities (see Note 12). On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was repaid upon 704,738 shares of the Company’s restricted Common Stock were issued to Streeterville on April 16, 2021. The note was fully repaid by issuance of 704,738 shares of the Company’s restricted Common Stock for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively. F- 22 On April 12 and April 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022, at 120 % of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,536 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021, including repayment of principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 . On July 14, July 26, August 5, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on January 8, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.752175 per share for the conversion notice on July 14, 2021, and $ 0.621675 per share for the remaining three conversion notices on July 26, August 5, and August 31, 2021, respectively. The note was fully repaid in the amount of $ 1,762,857 upon issuance of an aggregate of 2,786,819 shares of the Company’s restricted Common Stock to Streeterville for settlement of the principal balance of $ 1,660,000 and accrued interest of $ 102,857 , respectively. On August 12, August 20, August 24, August 31, October 6 and October 8, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.621675 per share for the conversion notice on August 12, August 20, August 24, and August 31, 2021, and $ 0.43995 per share for the remaining two conversion notices on October 6 and October 8, 2021, respectively. The note was fully repaid in the amount of $ 5,820,246 upon issuance of an aggregate of 9,733,447 shares of the Company’s restricted Common Stock to Streeterville for settlement of the principal balance of $ 5,516,488 and accrued interest of $ 303,758 . During the year ended December 31, 2021, the Company repaid the convertible notes by cash amounted to $ 1,413,115 (including aggregated principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 ) and by issuance of 13,225,004 shares of the Company’s restricted Common Stock at a total conversion value of $ 8,287,841 (including the aggregated principal of $ 7,846,488 and interest of $ 441,353 ), respectively. Total fair value of the 13,225,004 shares of the Company’s restricted Common Stock issued during the year was $ 12,332,260 . As of December 31, 2021, all convertible notes issued by the Company during October 2020 to February 2021, had been repaid. The Company used Trinomial Option Pricing Model to estimate the fair value of the derivative liability related to Investors’ early redemption options. The derivative liability was classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. The Company estimated the fair value of the derivative liability related to Investors’ early redemption options to be $ 0 and $ 1,109,800 on December 31, 2021 and 2020, respectively. The Company estimated the fair value of derivative liabilities related to Investors’ early redemption options using the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of December 31, 2021 As of December 31, 2020 Risk free rate - % 0.11 % Fair value of underlying stock $ - $ 2.05 Expected term (in years) - 1.28 Stock price volatility - % 206.17 % Expected dividend yield - % 0 % Fair value of options $ - $ 1,109,800 On December 31, 2021, the fair value of derivative liability was zero, resulting from redemptions of three convertible notes issued in October 2020 during the year (see Note 12). F- 23 NOTE 11 - LOANS SECURED BY REAL ESTATE SCHEDULE OF LONG TERM BANK LOANS As of As of December 31, 2021 December 31, 2020 (A) Standard Chartered Saadiq Berhad, Malaysia $ - $ 328,731 (B) United Overseas Bank (Malaysia) Berhad - 241,892 (C) Bank of China Limited, Shenzhen, PRC - 964,985 Total - 1,535,608 Less: Current portion - ( 158,612 ) Loans secured by real estate, net of current portion $ - $ 1,376,996 (A) In December 2013, the Company obtained a loan in the principal amount of MYR 1,629,744 (approximately $ 391,201 ) from Standard Chartered Saadiq Berhad, a financial institution in Malaysia to finance the acquisition of leasehold office units at Sky Park @ One City, Selangor Darul Ehsan, Malaysia which bears interest at the base lending rate less 2.1 % per annum with 300 monthly installments of MYR 8,984 (approximately $ 2,157 ) each and will mature in November 2038 . The mortgage loan is secured by (i) the first legal charge over the property, (ii) personally guaranteed by Messrs. Lee Chong Kuang and Loke Che Chan Gilbert, the directors of the Company, and (iii) corporate guaranteed by a related company which is controlled by the directors of the Company. On September 21, 2021, the Company had repaid the loan in full. (B) In December 2013, the Company, through Mr. Lee Chong Kuang, the director of the Company, obtained a loan in the principal amount of MYR 1,074,896 (approximately $ 258,016 ) from United Overseas Bank (Malaysia) Berhad, a financial institution in Malaysia to finance the acquisition of a leasehold office unit at Northpoint, Mid Valley City in Kuala Lumpur, Malaysia which bears interest at the base lending rate less 2.2 % per annum with 360 monthly installments of MYR 4,998 (approximately $ 1,200 ) each and will mature in November 2043 . The mortgage loan is secured by the first legal charge over the property. On August 9, 2021, the Company had repaid the loan in full. (C) In December 2017, the Company obtained a loan in the principal amount of RMB 9,000,000 (approximately $ 1,416,185 ) from Bank of China Limited, a financial institution in China to finance the acquisition of leasehold office units of approximately 5,000 square feet at the Di Wang Building (Shun Hing Square), Shenzhen, China. The loan bears interest at a 25 % premium above the 5-year-or-above RMB base lending rate per annum with 120 monthly installments and will mature in December 2027 . The current interest rate of the loan is 6.125 % per annum. The monthly installment will be determined by the sum of (i) a 25% premium above the 5-year-or-above RMB base lending rate per annum on the 20 th day of each month for the interest payment and (ii) RMB 75,000 (approximately $ 11,802 ) for the fixed repayment of principal. The mortgage loan is secured by (i) the first legal charge over the property, (ii) a Restricted-Cash Fixed Deposit of RMB 1,000,000 (approximately $ 157,354 ) of Greenpro Management Consultancy Limited, (iii) the accounts receivable of Greenpro Management Consultancy Limited, (iv) corporate guaranteed by Greenpro Financial Consulting Limited, (v) corporate guaranteed by a related company which is controlled by Mr. Loke Che Chan Gilbert and (vi) personally guaranteed by Ms. Chen Yanhong, the legal representative of Greenpro Management Consultancy Limited and a shareholder of the Company. On July 9, 2021, the Company had repaid the loan in full. F- 24 NOTE 12 - CONVERTIBLE NOTES PAYABLE, NET Convertible Notes issued in October 2020: Convertible Note Financing with Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. On October 13, 2020, the Company issued three unsecured convertible promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. (collectively, the “Investors”), respectively. The notes were issued with combined principal amount of $ 1,790,000 and the initial issuance discount of $ 190,000 . As part of debt issuance, the Company also incurred brokers’ fees of $ 130,000 , recorded as a debt discount. The notes bear the face interest rate of 10 % and have contractual maturity of 18 months since the issuance . Investor Conversion and Early Redemption Options At the Investors’ option, the notes can be converted in Company’s Common Stock at any time at the conversion price of $ 1 per share, subject to standard anti-dilution protection clauses (the lender’s conversion price). The Investors have an option to redeem the notes prior to their contractual maturity (put option) but not before 6 months since the issuance date. If the put option is exercised, Investors’ monthly redemption amounts including principal and face interest are capped at $ 108,000 . In case of early redemption, the Company has an option to settle its obligation in cash or, if certain conditions are met, in stock. Stock settlement is performed at the rate determined as the lesser of (i) the lender’s conversion price and (ii) 0.75 multiplied by the weighted average trading price of the Company’s Common Stock calculated for a specified period. The Investors have an option to demand the repayment of debt upon default, as defined in the terms of the notes. Issuer Early Redemption Option The Company has an option to prepay the notes ahead of contractual maturity at 120 % of the outstanding balance of the note. The Company assessed the Investors’ conversion option for the scope exception for contracts involving a reporting entity’s own equity. The Company concluded that the conversion option is indexed to Company’s own stock, is considered “conventional” and can be classified in Company’s stockholders’ equity. The conversion option was not separated from but presented as part of the debt instrument. Investors’ conversion option was determined to be in the money at the commitment date. The non-detachable option was determined to be a beneficial conversion feature measured at the intrinsic value and recorded in Company’s additional paid-in capital. The intrinsic value was determined by calculating the initial effective conversion price. Effective conversion price was calculated as the ratio between the total proceeds allocated to the convertible instrument and the number of shares into which it is convertible. The proceeds allocated to the conversion instrument were impacted by the initial issuance discount. The number of shares issuable under the terms of the conversion option was 1,790,000 . The overall amount of beneficial conversion feature recognized at issuance was $ 995,500 . The Company assessed Investors’ put option and Investors’ option to redeem the debt upon default using bifurcation guidance per ASC 815-15, Embedded Derivatives. The Company concluded that economic characteristics and risks of Investors’ put option are not considered clearly and closely related to debt host and that Investors’ put option should be separated from the host instrument. The Company noted that certain events triggering the default including fundamental transaction and non-compliance with listing requirements are not directly related to Company’s creditworthiness. Economic characteristics and risks of Investors’ put option triggered by the occurrence of such events are not considered clearly and closely related to the economic characteristics and risks of the host instrument. F- 25 Investors’ put option and the option to redeem the debt upon default triggered by events not directly linked to Company’s creditworthiness were separated from the debt instrument and presented as a “compound” derivative liability (see Note 10). Estimated fair value of the derivative liability, $ 408,800 for each of two promissory notes and $ 489,100 for the other promissory note, in aggregate of $ 1,306,700 . Proceeds allocated to debt net of debt discount were $ 148,000 for each of the two promissory notes and $ 178,500 for the other note, in aggregate of $ 474,500 . The excess of estimated fair value of derivative liability and other debt discount over the debt proceeds was $ 832,200 (the excess). The excess was due to the terms of debt financing transactions and management effort to address Company’s liquidity issues. The Company recognized the excess as an upfront interest expense in the income statement. Net carrying value of promissory notes at issuance was $nil. At issuance date of October 13, 2020, net carrying value of three short-term convertible notes is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance October 13, 2020 Face value of convertible notes $ 1,790,000 Initial discount ( 190,000 ) Discount related to debt issuance costs ( 130,000 ) Discount related to beneficial conversion feature ( 995,500 ) Discount related to put options ( 474,500 ) Net carrying value of convertible notes payable $ - On April 14, 2021, Streeterville Capital, LLC (“Streeterville”), exercised an option defined in the terms of the convertible promissory note issued by the Company on October 13, 2020, to redeem the note after 6 months from issuance date, at a conversion price of $ 1 per share. The note was fully repaid upon 704,738 shares of the Company’s restricted Common Stock were issued to Streeterville on April 16, 2021, for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively. On April 12 and April 16, 2021, the Company exercised an option defined in the terms of the convertible promissory notes issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) on October 13, 2020, to prepay the notes ahead of contractual maturity of April 12, 2022, at 120 % of the notes’ principal value and accrued and unpaid face interest. The notes issued to FirstFire and Granite with additional charge for early redemption of $ 235,536 , were repaid with cash of $ 705,600 and $ 707,515 , respectively on April 19, 2021, including repayment for the aggregate amount of principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 . On December 31, 2021, the fair value of the derivative liability related to Investors’ early redemption options was zero, resulting from redemption of notes during the year (see Note 10). Convertible Note issued in January 2021: Convertible Note Financing with Streeterville Capital, LLC On January 8, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 1,660,000 (the “Original Principal Amount”), convertible into shares of Common Stock at a conversion price of $ 1.00 per share. The note carries an original issue discount of $ 150,000 (“OID”) and the Company agreed to pay $ 10,000 to Streeterville to cover Streeterville’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the agreement (the “Transaction Expense Amount”). The purchase price for the note shall be $ 1,500,000 (the “Purchase Price”), computed as follows: Original Principal Balance of $ 1,660,000 , less the OID of $ 150,000 and the Transaction Expense Amount of $ 10,000 . After the payment of $ 90,000 to cover a broker’s fee (“Broker Fee”), the Company received net proceeds of $ 1,410,000 on January 14, 2021. The note may be prepaid by the Company in an amount equal to 120 % of the outstanding balance of the note. The shares of Common Stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $350,000, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.00 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right . F- 26 Events of default (“Events of Default”) under the note include but are not limited to: (a) failure to pay any principal, interest, fees, charges, or any other amount when due; (b) failure to deliver any conversion shares in accordance with the terms of the note; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company in the note or in any other transaction document; (h) any representation, warranty or other statement made or furnished by or on behalf of Company is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction (as defined in the note) without Streeterville’s prior written consent; (j) Company fails to reserve a sufficient number of shares to issue upon conversion of the note; (k) Company effectuates a reverse split of its Common Stock without twenty trading days prior written notice to Streeterville; (l) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty calendar days unless otherwise consented to by Streeterville; (m) the Company fails to be DWAC eligible; (n) the Company fails to observe or perform any covenant set forth in Section 4 of the agreement; or (o) the Company, any affiliate of the Company, or any pledgor, trustor, or guarantor of the note breaches any covenant or other term or condition contained in any other financing or material agreements. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22 %. Certain Major Defaults (as defined in the note) will result in an additional 15% of the Original Principal Amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of Common Stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). At issuance date of January 8, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance January 8, 2021 (Unaudited) Face value of convertible note $ 1,660,000 Initial discount ( 160,000 ) Discount related to debt issuance costs ( 90,000 ) Discount related to beneficial conversion feature ( 1,410,000 ) Net carrying value of convertible note payable $ - On July 14, July 26, August 5, and August 31, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on January 8, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.752175 per share for the conversion notice on July 14, 2021, and $ 0.621675 per share for the remaining three conversion notices on July 26, August 5 and August 31, 2021, respectively. The note was fully repaid in the amount of $ 1,762,857 upon issuance of an aggregate of 2,786,819 shares of the Company’s restricted Common Stock to Streeterville for settlement of the principal balance of $ 1,660,000 and accrued interest of $ 102,857 , respectively. On December 31, 2021, the fair value of the derivative liability related to Investors’ early redemption options was zero, resulting from redemption of notes during the year (see Note 10). Convertible Note issued in February 2021: Convertible Note Financing with Streeterville Capital, LLC On February 11, 2021, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued and sold to Streeterville in a private placement an unsecured convertible promissory note in the original principal amount $ 4,410,000 (the “Original Principal Amount”), convertible into shares of Common Stock at a conversion price of $ 1.50 per share. The note carries an original issue discount of $ 400,000 (“OID”) and the Company agreed to pay $ 10,000 to Streeterville to cover Streeterville’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the agreement (the “Transaction Expense Amount”). The purchase price for the note shall be $ 4,000,000 (the “Purchase Price”), computed as follows: Original Principal Balance of $ 4,410,000 , less the OID of $ 400,000 and the Transaction Expense Amount of $ 10,000 . After the payment of $ 200,000 to cover a broker’s fee (“Broker Fee”), the Company received net proceeds of $ 3,800,000 on February 17, 2021. F- 27 The Company has covenanted to use part of the proceeds from the note to repay the outstanding notes it issued to FirstFire Global Opportunities Fund, LLC (“FirstFire”) and Granite Global Value Investments Ltd. (“Granite”) in relation to their respective securities purchase agreement signed on October 13, 2020. The note may be prepaid by the Company in an amount equal to 120 % of the outstanding balance of the note. The shares of Common Stock issuable upon conversion of the note is subject to full-ratchet anti-dilution protection. The note may be redeemed by Streeterville at any time after the six-month anniversary of the issuance date of the note subject to the maximum monthly redemption amount of $962,500, convertible into shares of Common Stock at a conversion price equal to the lesser of (i) $1.50 and (ii) 75% of the average of the lowest VWAP during the ten trading days immediately preceding the measurement date. Pursuant to the agreement, Streeterville was granted a “most favored nations” right . On February 21, 2021, the Company entered an amendment into convertible promissory note with Streeterville. Pursuant to the amendment, the obligation in Section 1.3 of the note to repay the outstanding note issued to EMA Financial, LLC within fifteen (15) days of the Effective Date is deleted from the note. Events of Default under the note include the same Events of Default listed above under the description of the Streeterville convertible note financing on January 8, 2021. In the case of an Event of Default, interest shall accrue under the note at the annual rate of 22 %. Certain Major Defaults (as defined in the note) will result in an additional 15% of the Original Principal Amount of the note outstanding at such time being added to the total outstanding amount of such note. The number of shares of Common Stock that may be issued upon conversion of this note and the other notes disclosed herein shall not exceed the requirement of Nasdaq Listing Rule 5635(d). At issuance date of February 11, 2021, net carrying value of a short-term convertible note is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Issuance February 11, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Initial discount ( 410,000 ) Discount related to debt issuance costs ( 200,000 ) Discount related to conversion option ( 3,800,000 ) Net carrying value of convertible notes payable $ - Pursuant to the obligation in Section 1.3 of the note issued to Streeterville on February 11, 2021, the Company agreed to use the proceeds received hereunder to repay the outstanding convertible notes it issued to FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd on October 13, 2020 (the “Outstanding Investor Notes”) within fifteen (15) days of the Effective Date (the “Repayment Date”). In the event the Company fails to repay the Outstanding Investor Notes by the Repayment Date, the Outstanding Balance will automatically increase by twenty-five percent ( 25 %). On February 26, 2021 (the Repayment Date), net carrying value of a short-term convertible note issued on February 11, 2021, is as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES At Repayment Date February 26, 2021 (Unaudited) Face value of convertible note $ 4,410,000 Accrued interest from February 11 to February 25, 2021 15,952 Outstanding Balance (before additional 25 %) 4,425,952 Face value of convertible note $ 4,410,000 Additional 25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 Outstanding Balance (after additional 25 %) 5,516,488 Initial discount ( 403,736 ) Discount related to debt issuance costs ( 197,680 ) Discount related to conversion option ( 3,737,248 ) Discount related to beneficial conversion feature ( 1,065,380 ) Net carrying value of convertible notes payable $ 112,444 F- 28 The Company amortized debt discount associated with the derivative liability using the straight-line method. On August 12, August 20, August 24, August 31, October 6 and October 8, 2021, Streeterville exercised an option defined in the terms of the convertible promissory note issued by the Company on February 11, 2021, to redeem its note after 6 months from issuance date, at a conversion price of $ 0.621675 per share for the conversion notice on August 12, August 20, August 24, August 31 and $ 0.43995 per share for the remaining two conversion notices on October 6 and October 8, 2021, respectively. The note was repaid in the amount of $ 5,820,246 upon issuance of an aggregate of 9,733,447 shares of the Company’s restricted Common Stock to Streeterville for settlement of the principal of $ 5,516,488 and accrued interest of $ 303,758 . Amount of unamortized debt discount including initial issuance discount, transaction cost, beneficial conversion feature, and separated derivative liability was zero on December 31, 2021 (related to the note issued to Streeterville on January 8 and February 11, 2021) and $ 1,647,527 on December 31, 2020 (related to the notes issued to Streeterville, FirstFire and Granite on October 13, 2020), respectively. During the year ended December 31, 2021, the Company repaid the convertible notes by cash amounted to $ 1,413,115 (including aggregated principal of $ 1,120,000 , accrued interest of $ 57,579 and early redemption charge of $ 235,536 ) and by issuance of 13,225,004 shares of the Company’s restricted Common Stock at a total conversion value of $ 8,287,841 (including the aggregated principal of $ 7,846,488 and interest of $ 441,353 ), respectively. Total fair value of the 13,225,004 shares of the Company’s restricted Common Stock issued during the year was $ 12,332,260 . As of December 31, 2021, all convertible notes issued by the Company during October 2020 to February 2021, had been repaid. Summary of convertible debt’s interest expense is as follows: SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE Year Ended December 31, 2021 Year Ended December 31, 2020 Coupon interest $ 460,189 $ 38,742 Amortization of discount on convertible notes 206,342 15,122 Amortization of debt issuance costs 76,380 6,780 Interest expense associated with conversion of notes 2,254,480 120,571 Interest expense associated with accretion of convertible notes payable 8,561,440 832,200 Interest expense due to non-fulfillment of use of proceeds requirements 1,106,488 - Additional charge for early redemption 235,536 - Total $ 12,900,855 $ 1,013,415 All convertible promissory notes were classified as short-term due to lender’s earlier redemption or put option. On December 31, 2021 and 2020, carrying values of the short-term convertible notes are as follows: SCHEDULE OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES December 31, 2021 December 31, 2020 Face value of convertible notes $ 7,860,000 $ 1,790,000 Additional 25% to Outstanding Balance due to non-fulfillment of use of proceeds requirements 1,106,488 - Initial discount ( 286,756 ) ( 174,878 ) Discount related to debt issuance costs ( 200,410 ) ( 123,220 ) Discount related to beneficial conversion feature ( 1,896,160 ) ( 943,584 ) Discount related to put options ( 327,631 ) ( 405,845 ) Discount related to conversion option ( 177,157 ) - Convertible notes payable, net of discounts 6,078,374 142,473 Accrued interest during the year - 38,742 Reversal of discounts 2,888,114 - Redeemed by cash or converted to shares ( 8,966,488 ) - Carrying value of convertible notes payable $ - $ 181,215 The Company determined the fair value of all convertible promissory notes to be $ 0 and $ 3,669,500 as of December 31, 2021, and December 31, 2020, respectively. The level of the fair value hierarchy is Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation model. Components and costs of the convertible promissory notes issued during the year ended December 31, 2021 and 2020, are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Year Ended December 31, 2021 Year Ended December 31, 2020 Original Principal Amount $ 6,070,000 $ 1,790,000 Less: Original issue discount (OID) ( 550,000 ) ( 160,000 ) Less: Transaction Expense Amount ( 20,000 ) ( 30,000 ) Purchase Price 5,500,000 1,600,000 Less: Broker Fee ( 290,000 ) ( 130,000 ) Net proceeds $ 5,210,000 $ 1,470,000 F- 29 NOTE 13 - STOCKHOLDERS’ EQUITY Our authorized capital consists, of 600,000,000 shares, of which 500,000,000 shares are designated as shares of Common Stock, par value $ 0.0001 per share, and 100,000,000 shares are designated as shares of preferred stock, par value $ 0.0001 per share. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the Board of Directors before the issuance of any shares of preferred stock in such series. Shares issued for acquisitions in 2021 and 2020 2021: On February 26, 2021, the Company issued 342,592 shares of its restricted Common Stock at $ 2.7 per share to two designees of the shareholder of First Bullion Holdings Inc. (“FBHI”), valued at approximately $ 925,000 for settling the balance consideration of acquisition of additional 8 % shareholdings in FBHI. On April 7, 2021, the Company subscribed for $ 7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuance of 3,000,000 shares of the Company’s restricted Common Stock at $ 2.402 per share to the Fund at a subscription of $ 7,206,000 . On July 19, 2021, the Company redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders of Greenpro Capital Village Sdn. Bhd. by issuance of 79,530 shares of the Company’s restricted Common Stock valued at $ 69,191 or $ 0.87 per share. 2020: On June 15, 2020, the Company acquired a 4 % interest in a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”) at a consideration of $ 4,000,000 by issuance of 4,444,444 shares of the Company’s restricted Common Stock at $ 0.90 per share. On November 18, 2020, the Company acquired 15 % of the issued and outstanding share of Ata Plus Sdn. Bhd. (“APSB”) and issued 457,312 shares of its restricted Common Stock at $ 1.64 per share to all eight shareholders of APSB for a purchase price of $ 749,992 . On November 30, 2020, the Company acquired an 18 % equity interest in New Business Media Sdn. Bhd. (“NBMSB”) and issued 257,591 shares of its restricted Common Stock at $ 1.596 per share to all two shareholders of NBMSB at a consideration of $ 411,120 . On December 11, 2020, the Company acquired 10 % of the issued and outstanding shares of First Bullion Holdings Inc. (“FBHI”) and issued 685,871 shares of its restricted Common Stock at $ 1.458 per share to a shareholder of FBHI for consideration of $ 1,000,000 . The Company was also granted a stock option, an option to acquire addition 8 % equity interest and assets of FBHI, by the issuance of 250,000 shares of the Company’s restricted Common Stock at $ 1.458 per share to two designees of the shareholder of FBHI valued $ 364,500 , in partial consideration of the additional 8 % shareholdings of FBHI. Shares issued from conversion of promissory notes in 2021 On April 16, 2021, the Company issued 704,738 shares of its restricted Common Stock to Streeterville Capital, LLC (“Streeterville”) at a conversion price of $ 1 per share for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively of the convertible note issued on October 13, 2020. 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. On July 14, 2021, the Company issued 232,659 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.752175 per share for settlement of the partial principal of the convertible note issued on January 8, 2021, amounted $ 175,000 . The 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. On July 26, 2021, the Company issued 281,498 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on January 8, 2021, amounted $ 175,000 . The 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. On August 5, 2021, the Company issued 562,995 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on January 8, 2021, amounted $ 350,000 . 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. On August 12, 2021, the Company issued 643,423 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 400,000 . The 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. On August 20, 2021, the Company issued 3,375,000 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 2,098,153 . 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 20, 2021. F- 30 On August 24, 2021, the Company issued 3,370,000 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 2,095,045 . 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 24, 2021. On August 31, 2021, the Company issued 1,709,667 shares of its restricted Common Stock to Streeterville 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 of the convertible note issued on January 8, 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. On August 31, 2021, the Company issued 1,075,000 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.621675 per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 668,301 . 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, 2021. On October 6, 2021, the Company issued 227,299 shares of its restricted Common Stock to Streeterville at a conversion price of $ 0.43995 per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 100,000 . The 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. On October 8, 2021, the Company issued 1,042,725 shares of its restricted Common Stock to Streeterville 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 of the convertible note issued on February 11, 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. Shares issued for expenses in 2021 and 2020 2021: On April 7, 2021, the Company issued 60,000 shares of its restricted Common Stock to a designee of the Innovest Energy Fund (the “Fund”) as subscription fee of $ 144,120 ($ 2.402 per share) associated with the Fund. On November 17, 2021, the Company issued 200,000 shares of its restricted Common Stock valued at $ 1.0404 per share, or a total of $ 208,080 for marketing expense to an investor relations agent, Mr. Dennis Burns. 2020: On 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 marketing expense to a marketing service provider, CorporateAds, LLC (“CorporateAds”). On 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 marketing expense to an investor relations agent, Mr. Dennis Burns. On 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 consultancy fee to a business consultant, Mr. Daniel McKinney. Shares issued for cash in 2020 One November 24, 2020, the 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 . One November 24, 2020, the 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 . On December 31, 2020, the 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 . F- 31 NOTE 14 - WARRANTS A summary of warrants to purchase Common Stock issued during the years ended December 31, 2021 and 2020 is as follows: SUMMARY OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding at January 1, 2020 53,556 $ 7.20 Granted - - Exercised - - Expired/Cancelled - - Balance outstanding at December 31, 2020 53,556 7.20 Granted - - Exercised - - Expired/Cancelled - - Balance outstanding and exercisable at December 31, 2021 53,556 $ 7.20 At December 31, 2021 and 2020, the 53,556 outstanding stock warrants had no intrinsic value. In conjunction with the sale of Common Stock in June 2018, the Company granted to the placement agent warrants exercisable into 53,556 of the Company’s Common Stock. The warrants were exercisable immediately, have an exercise price of $ 7.20 per share, and expire in June 2023 . NOTE 15 - INCOME TAXES Provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES For the years ended December 31, 2021 2020 Current: – Local $ - $ - Current: Local $ - $ - – Foreign: Hong Kong 2,630 - The PRC 2,310 - Malaysia - - Current: Foreign - - Deferred: – Local - - Deferred: Local - - – Foreign - - Deferred : Foreign - - Total $ 4,940 $ - A summary of United States and foreign loss before income taxes was comprised of the following: SCHEDULE OF LOSS BEFORE INCOME TAXES For the years ended December 31, 2021 2020 Tax jurisdictions from: – United States $ ( 8,055,793 ) $ ( 2,364,220 ) – Foreign, representing: Hong Kong ( 347,092 ) ( 171,615 ) The PRC ( 61,084 ) ( 501,372 ) Malaysia ( 176,350 ) ( 152,011 ) Other (primarily nontaxable jurisdictions) ( 5,717,973 ) ( 563,735 ) Loss before income taxes $ ( 14,358,292 ) $ ( 3,752,953 ) Effective and Statutory Rate Reconciliation The following table summarizes a reconciliation of the Company’s blended statutory income tax rate to the Company’s effective tax rate as a percentage of income from continuing operations before taxes: SCHEDULE OF EFFECTIVE INCOME TAX RATE For the years ended December 31, 2021 2020 Statutory tax rate 21.0 % 21.0 % Impairment of goodwill, intangible assets and investments - % - % Change in income tax valuation allowance ( 21.0 )% ( 21.0 )% Effective tax rate 0.0 % 0.0 % 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. During the periods presented, the Company has a number of subsidiaries that operate in different countries and are subject to tax in the jurisdictions in which its subsidiaries operate, as follows: F- 32 The significant components of deferred taxes of the Company are as follows (in thousands): SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS As of As of December 31, 2021 December 31, 2020 Deferred tax assets: Impairment of goodwill, intangible assets, and investments $ 832,000 $ 832,000 Financing costs 974,000 974,000 Operating lease liability 23,000 18,000 Accounts receivable allowance 28,000 5,000 Net operating loss carryforwards – United States of America 3,766,000 2,074,000 – Hong Kong 470,000 418,000 – The PRC 619,000 603,000 – Malaysia 197,000 161,000 Net operating loss carryforwards 197,000 161,000 Gross deferred tax assets 6,909,000 5,085,000 Less: valuation allowance ( 5,804,000 ) ( 5,036,000 ) Total deferred tax assets 1,105,000 49,000 Deferred tax liabilities: Change in fair value of derivative liabilities 1,084,000 31,000 Operating lease right-of-use asset 21,000 18,000 Total deferred tax liabilities 1,105,000 49,000 Net deferred tax asset (liability) $ - $ - Management believes that it is more likely than not that the deferred tax assets will not be fully realized in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $ 5,050,598 as of December 31, 2021. For the year ended December 31, 2021, the valuation allowance increased by $ 1,794,685 , primarily relating to losses carryforward from various tax regimes. United States of America The Company is registered in the State of Nevada and is subject to United States of America tax law. For the years ended December 31, 2021 and 2020, the operations in the United States of America incurred a net operating loss (NOL) of $ 8,056,000 and $ 2,364,000 , respectively. As of December 31, 2021, the cumulative net operating losses (NOLs) were $ 17,931,000 which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037 , if unutilized. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 % on their assessable income for the tax year. For the years ended December 31, 2021 and 2020, the subsidiaries in Hong Kong incurred the aggregate of a net operating loss (NOL) of $ 347,000 and $ 172,000 , respectively. As of December 31, 2021, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $ 2,379,000 . The cumulative NOLs can be carried forward indefinitely to offset future taxable income. The PRC The Company’s subsidiaries operating in the PRC are 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 %. For the years ended December 31, 2021 and 2020, the subsidiaries in the PRC recorded the aggregate of a net operating loss (NOL) of $ 61,000 and $ 501,000 , respectively. As of December 31, 2021, the subsidiaries operating in the PRC had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 2,475,000 which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2023 , if unutilized. Malaysia The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a progressive income tax rate starting from 17 % on their assessable income for the tax year. For the years ended December 31, 2021 and 2020, the subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 176,000 and $ 152,000 , respectively. As of December 31, 2021, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 983,000 which can be carried forward indefinitely to offset taxable income in future. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from all the Company’s net operating loss carryforwards as the management believes it is more likely than not that these deferred tax assets will not be fully realized in the future. F- 33 NOTE 16 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Due from related parties: December 31, 2021 December 31, 2020 Accounts receivable, net Due from related party B (net of allowance of $ 41 and $ 8,025 as of December 31, 2021 and 2020, respectively) $ 41 $ 152,475 Accounts receivable from related parties $ 41 $ 152,475 Due from related parties Due from related party B 503,361 - Due from related party D 606,430 - Due from related party G 1,064 2,320 Due from related party H 60,000 60,000 Total $ 1,170,896 $ 214,795 Due from related parties $ 1,170,896 $ 214,795 The amounts due from related parties are interest-free, unsecured and have no fixed terms of repayment. SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: December 31, 2021 December 31, 2020 Due to related party A $ 29,512 $ 586 Due to related party B 1,513 9,580 Due to related party G 780 - Due to related party I 2,257 - Due to related party J 701,781 744,428 Due to related party K 21,440 354,047 Total $ 757,283 $ 1,108,641 The amounts due to related parties are interest-free, unsecured and have no fixed terms of repayment. SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES For the years ended December 31, Income from or expenses to related parties: 2021 2020 Service revenue from related parties - Related party A $ 93,718 $ 78,957 - Related party B 733,103 132,288 - Related party C 115 129 - Related party D 26,512 24,508 - Related party E 5,418 14,252 - Related party G 1,425 112 - Related party I 1,158 - Total $ 861,449 $ 250,246 Service revenue from related parties $ 861,449 $ 250,246 Cost of service revenue to related parties - Related party B $ - $ 2,514 Total $ - $ 2,514 Cost of service, related parties $ - $ 2,514 General and administrative expenses to related parties - Related party A $ 8,420 $ 6,784 - Related party B 3,859 3,868 - Related party D 643 645 - Related party G - 1,186 Total $ 12,922 $ 12,483 General and administrative expense, related parties $ 12,922 $ 12,483 Other income from related parties - Related party B $ - $ 1,934 Total $ - $ 1,934 Other income from related party $ - $ 1,934 Other expenses to related parties - Related party B $ 5,349,600 $ - Total $ 5,349,600 $ - Other expense from related party $ 5,349,600 $ - F- 34 Related party A is under common control of Mr. Loke Che Chan Gilbert, the Company’s CFO and a major shareholder. Related party B represents companies where the Company owns a respective percentage ranging from 1 % to 18 % interests in those companies. Related party C is controlled by a director of some wholly owned subsidiaries of the Company. Related party D represents companies that we have determined that we can significantly influence based on our common business relationships. Related party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder of the Company. Related party F represents a family member or members of Mr. Loke Che Chan Gilbert, the Company’s CFO and a major shareholder. Related party G is under common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder. Related party H represents a company in which we currently have an approximate 48 % equity-method investment. On December 31, 2021 and 2020, amounts due from Related party H are unsecured, bear no interest, and are payable upon demand. During 2018, the Company acquired 49 % of Related party H for total consideration of $ 368,265 . On December 31, 2018, the Company determined that its investments in Related party H was impaired and recorded an impairment of other investments of $ 368,265 . Related party I is controlled by a family member of Mr. Lee Chong Kung, the Company’s CEO and a major shareholder. Related party J represents the noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale. The amounts due to Related party J are unsecured, bear no interest, are payable on demand, and related to the initial acquisition of the real estate held for sale. Related party K represents shareholders and directors of the Company. Due to Related party K represents expenses paid by the shareholders or directors to third parties on behalf of the Company, are non-interest bearing, and are due on demand. F- 35 NOTE 17 - SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: service business and real estate business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. The Company operates two reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Real estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION For the year ended December 31, 2021 Real estate business Service business Corporate Total Revenues $ 128,830 $ 2,820,950 $ - $ 2,949,780 Cost of revenues ( 49,778 ) ( 422,908 ) - ( 472,686 ) Reversal of write-off notes - - 5,000,000 5,000,000 Depreciation and amortization ( 154,023 ) ( 5,201 ) ( 9,460 ) ( 168,684 ) Impairment - - ( 5,349,600 ) ( 5,349,600 ) Loss on extinguishment of notes - - ( 3,521,263 ) ( 3,521,263 ) Net income (loss) ( 34,692 ) ( 6,345,701 ) ( 7,982,839 ) ( 14,363,232 ) Total assets 2,373,236 9,491,903 10,845,542 22,710,681 Capital expenditures for long-lived assets $ - $ 39,349 $ - $ 39,349 For the year ended December 31, 2020 Real estate business Service business Corporate Total Revenues $ 377,857 $ 1,876,954 $ - $ 2,254,811 Cost of revenues ( 260,730 ) ( 338,683 ) - ( 599,413 ) Depreciation and amortization ( 153,399 ) ( 88,744 ) ( 9,986 ) ( 252,129 ) Net income (loss) 22,174 ( 1,428,845 ) ( 2,346,282 ) ( 3,752,953 ) Total assets 2,410,439 5,346,449 7,038,998 14,795,886 Capital expenditures for long-lived assets $ - $ 3,008 $ - $ 3,008 (b) By Geography* For the year ended December 31, 2021 Hong Kong Malaysia China Total Revenues $ 1,573,606 $ 601,336 $ 774,838 $ 2,949,780 Cost of revenues ( 136,346 ) ( 264,703 ) ( 71,637 ) ( 472,686 ) Reversal of write-off notes 5,000,000 - - 5,000,000 Depreciation and amortization ( 14,282 ) ( 33,315 ) ( 121,087 ) ( 168,684 ) Impairment ( 5,349,600 ) - - ( 5,349,600 ) Loss on extinguishment of notes ( 3,521,263 ) - - ( 3,521,263 ) Net income (loss) ( 14,499,520 ) 199,381 ( 63,093 ) ( 14,363,232 ) Total assets 18,389,057 1,295,424 3,026,200 22,710,681 Capital expenditures for long-lived assets $ 30,652 $ 2,071 $ 6,626 $ 39,349 For the year ended December 31, 2020 Hong Kong Malaysia China Total Revenues $ 1,567,943 $ 502,338 $ 184,530 $ 2,254,811 Cost of revenues ( 398,486 ) ( 197,810 ) ( 3,117 ) ( 599,413 ) Depreciation and amortization ( 97,651 ) ( 33,967 ) ( 120,511 ) ( 252,129 ) Net income (loss) ( 3,141,075 ) ( 110,727 ) ( 501,151 ) ( 3,752,953 ) Total assets 10,672,758 982,613 3,140,515 14,795,886 Capital expenditures for long-lived assets $ - $ 3,008 $ - $ 3,008 * Revenues and costs are attributed to countries based on the location of customers. F- 36