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Item 7. Management’s Discussion and Analysis

2023-03-31 compared with 2022-03-29 · 127 added, 224 removed, 182 unchanged (66% of the section changed)

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following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2022, and

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

this Annual Report.

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

Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward

2021, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Annual Report.

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

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

looking statements that involve risks, uncertainties, and assumptions.

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

the years ended December 31, 2021 and 2020, we operated in three regions:

Hong Kong, Malaysia and China.

We derived revenues from rental

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

A table further describing our revenue and

cost of revenues is set forth below:

ended December 31,

revenue (including $861,449 and $250,246 of service revenue from related parties for the years ended December 31, 2021 and 2020,

respectively)

the years ended December 31, 2022, and 2021, we principally operated in three regions:

Hong Kong, China and Malaysia.

We derived revenues

from provision of services, leasing and trading of our commercial properties, respectively.

table further describing our revenues and cost of revenues is set forth below:

Year ended December 31,

Service revenue (including $665,203 and $861,449 of service revenue from related parties for the years ended December 31, 2022, and 2021, respectively)

Rental revenue

of real estate properties

Sale of real estate properties

Total revenues

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)

Cost of rental revenue

of real estate properties sold

cost of revenues

Cost of real estate properties sold

Total cost of revenues

OPERATING EXPENSES:

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)

General and administrative (including $193,802 and $12,922 of general and administrative expense to related parties for the years ended December 31, 2022, and 2021, respectively)

Total operating expenses

FROM OPERATIONS

LOSS FROM OPERATIONS

$ (1,518,503 )

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revenue was $3,673,997 and $2,949,780 for the years ended December 31, 2022, and 2021, respectively.

The increase of $694,969

was primarily due to an increase in the revenue of business services.

We expect revenue from our business services segment to steadily

improve as we are expanding our businesses into new territories.

The increase of $724,217 was primarily

due to the sale of three real estate property units.

We expect revenue from both business service and real estate segments to steadily

improve when the impact of the COVID-19 pandemic becomes contained.

Business Revenue

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It was derived principally from

leasing properties in Malaysia and Hong Kong.

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

leasing properties in Hong Kong and Malaysia.

We expect our rental income will be stable.

of Properties

the year ended December 31, 2021, revenue from the sale of properties was $0, as no property was sold.

For the year ended December

31, 2020, there was revenue of $253,729 generated from the sale of one property located in Hong Kong.

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

Accordingly, we

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

the year ended December 31, 2022, we generated revenue of $840,036 from the sale of three property units in Hong Kong.

No revenue was

generated as no property was sold for the year ended December 31, 2021.

opportunities permit, management expects the Company will continuously purchase and sell commercial properties.

Accordingly, we expect

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

Operating Costs and Expenses

operating costs and expenses were $5,192,500 and $5,704,464 for the years ended December 31, 2022, and 2021, respectively.

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

from operations for the Company for the years ended December 31, 2021 and 2020 was $2,754,684 and $2,905,575, respectively.

decrease in loss from operations was mainly due to an increase in service revenue by $943,996.

of cost-of-service revenue, cost of rental revenue and cost of real estate properties sold, and general and administrative expenses.

from operations was $1,518,503 and $2,754,684 for the years ended December 31, 2022, and 2021, respectively.

The decrease in loss from

operations was mainly due to a decrease in general and administrative expense by $1,062,781.

of Service Revenue

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It includes the costs associated

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

Property management fee

and utility expenses are paid directly by tenants.

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

expenses are paid directly by tenants.

of Real Estate Properties Sold

of revenue on properties sold was $0 and $210,616 for the years ended December 31, 2021 and 2020, respectively.

of real estate properties sold was $573,343 and $0 for the years ended December 31, 2022, and 2021, respectively.

It primarily consists

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advertising costs are expensed as incurred.

and Administrative

and administrative (“G&A”) expenses were $5,231,778 and $4,560,973 for the years ended December 31, 2021 and 2020,

respectively.

In 2021, G&A expenses primarily consisted of salaries and wages of $1,636,129, directors’ salary and

compensation of $707,343, advertising and marketing of $603,164, commission of $260,494, rent and rates of $179,101, subscription

fee of $154,042, and audit, legal, and other professional fees of $707,166.

We expect our G&A expenses will continue to increase

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

value of shares issued for consultancy fee, subscription fee and marketing expenses

the year ended December 31, 2021, the Company issued 60,000 shares and 200,000 shares of restricted Common Stock for subscription fee

of $144,120 and marketing expense of $280,080, respectively.

April 7, 2021, the Company issued 60,000 shares of 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.

November 17, 2021, the Company issued 200,000 shares of 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.

the year ended December 31, 2020, the Company issued 235,000 shares and 300,000 shares of restricted Common Stock for marketing expenses

of $348,400 and consultancy fee of $372,150, respectively.

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.

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.

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.

and Administrative Expenses

and administrative (“G&A”) expenses were $4,168,997 and $5,231,778 for the years ended December 31, 2022, and 2021, respectively.

In 2022, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,505,316, directors’ salaries

and compensation of $702,512, advertising and marketing of $333,872, consulting fee of $175,167, rent and rates of $112,904, and audit,

legal, and other professional fees of $641,142.

We expect our G&A expenses will continue to increase as we integrate our business

acquisitions, explore and expand businesses into new jurisdictions.

Income or Expenses

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In 2022, other expenses

included interest expenses of $12,950,750 which mainly consisted of interest expense associated with convertible notes of $12,900,855,

loss on extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600, while other income mainly consisted of fair value gains associated with convertible notes of $5,093,720

and reversal of write-off notes receivable of $5,000,000.

included impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments of $4,208,029,

while other income mainly consisted of reversal of write-off notes receivable of $200,000.

interest expenses were $0 and $12,950,750 for the years ended December 31, 2022, and 2021, respectively.

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

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unsecured promissory note to Streeterville Capital, LLC (“Streeterville”) on January 8, 2021, and February 11, 2021, respectively.

(see Note 12).

Interest expenses related to the convertible promissory notes totaled $12,900,855 for the year ended December 31, 2021,

which included coupon interest expense of $460,189, amortization of discount on convertible notes of $206,342, amortization of debt issuance

costs of $76,380, interest expense associated with conversion of notes of $2,254,480, interest expense associated with accretion of convertible

Interest expenses related to the convertible promissory notes totaled $12,900,855 for the year ended December 31, 2021, which included

coupon interest expense of $460,189, amortization of discount on convertible notes of $206,342, amortization of debt issuance costs of

$76,380, interest expense associated with conversion of notes of $2,254,480, interest expense associated with accretion of convertible

notes payable of $8,561,440, interest expense due to non-fulfillment of use of proceeds requirements of $1,106,488 and additional charge

for early redemption of $235,536.

Interest expenses related to the convertible promissory notes totaled $1,013,415 for the year ended

December 31, 2020, which included coupon interest expense of $38,742, amortization of discount on convertible notes of $15,122, amortization

of debt issuance costs of $6,780, interest expense associated with conversion of notes of $120,571 and interest expense associated with

accretion of convertible notes payable of $832,200.

interest expenses were $12,950,750 and $1,144,530 for the years ended December 31, 2021 and 2020, respectively.

to noncontrolling interest

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

to Noncontrolling Interests

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

interests of a consolidated subsidiary.

the years ended December 31, 2021 and 2020, the consolidated financial statements included noncontrolling interests related to the Company’s

60% ownership of Forward Win International Limited (“FWIL”), which is principally involved in trading and leasing

the years ended December 31, 2022, and 2021, the consolidated financial statements included noncontrolling interests to the Company’s

60% ownership subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing

properties in Hong Kong.

Company recorded net loss attributable to noncontrolling interest of $13,876 for the year ended December 31, 2021 and net income

attributable to noncontrolling interest of $8,870 for the year ended December 31, 2020.

In 2021, net loss attributable to noncontrolling

interest was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling interests.

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

to the noncontrolling interests.

Company recorded net income attributable to noncontrolling interests of $88,684 for the year ended December 31, 2022, and net loss attributable

to noncontrolling interests of $13,876 for the year ended December 31, 2021.

In 2022, net income attributable to noncontrolling interests

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

In 2021, net loss

attributable to noncontrolling interests was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling

loss was $6,262,188 and $14,363,232 for the years ended December 31, 2022, and 2021, respectively.

The increase in net loss in

2021 was mainly due to an increase of G&A expenses, interest expenses associated with the convertible promissory notes, loss on extinguishment

of convertible notes and impairment loss of other investments.

The decrease in net loss in 2022 was

mainly due to extinguishment of convertible notes during 2021.

Hence, no interest expense and loss on extinguishment associated with

the convertible notes was incurred in 2022.

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

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resources that are material to our stockholders as of December 31, 2022.

of December 31, 2021, one of the subsidiaries of the Company leases an office in Hong Kong under a separate non-cancellable operating

lease with a term of two years commencing from March 15, 2021 to April 14, 2023.

Another subsidiary of the Company leases an office in

Malaysia under a separate non-cancellable operating lease with a term of one year commencing from April 1, 2021 to March 31, 2022.

of December 31, 2022, one of our subsidiaries leases one office in Hong Kong under a non-cancellable operating lease, with a term of

two years commencing from March 15, 2021, to March 14, 2023.

In February 2023, this tenancy agreement has been renewed with a term of

two years commencing from March 15, 2023 to March 14, 2025.

One of our Malaysia subsidiaries leases an office in Kuala Lumpur and the

other Malaysia subsidiary leases one office in Labuan, which are under a separate non-cancellable operating lease with terms of one year,

from April 1, 2022, to March 31, 2023, and from June 15, 2022 to June 14, 2023, respectively.

December 31, 2022, the future minimum rental payments under these leases in the aggregate are approximately $220,528 and are due as follows:

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the years ended December 31, 2022, and 2021, related party service income totaled $665,203 and $861,449, respectively.

the years ended December 31, 2021 and 2020, related party expenses included in cost of services and general and administrative expenses

the years ended December 31, 2022, and 2021, related party expenses included cost of services and general and administrative expenses

totaled $193,802 and $12,922, respectively.

of related party investment was $5,349,600 and $0 for the years ended December 31, 2021 and 2020, respectively.

the years ended December 31, 2021 and 2020, related party other income totaled $0 and $1,934, respectively.

of other receivable from related party was $606,250 and $0 for the years ended December 31, 2022, and 2021 respectively.

of related party investments totaled $4,208,029 and $5,349,600 for the years ended December 31, 2022, and 2021, respectively.

the years ended December 31, 2022, and 2021, related party other income was $5,850 and $0, respectively.

accounts receivable from related parties was $129,292 and $41 as of December 31, 2022, and 2021, respectively.

to related party was $80,000 and $0 as of December 31, 2022, and 2021, respectively.

due from related parties were $265,772 and $1,170,855 as of December 31, 2022, and 2021, respectively.

Amounts due to related parties were

Amounts due to related parties

were $448,251 and $757,283 as of December 31, 2022, and 2021, respectively.

costs of revenue to related party was $11,640 as of December 31, 2022, and 2021, while deferred revenue from related parties was $849,400

and $912,980 as of December 31, 2022, and 2021, respectively.

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

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

of December 31, 2022, and 2021, other investments in related parties were $5,406,106 and $9,621,935, respectively.

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

of shares or certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’

financial and operating policy decisions.

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Chan Gilbert or Mr.

Lee Chong Kuang, officers and directors of the Company.

One of the related parties is controlled by Ms.

Yanhong, a director of some of our subsidiaries.

Lee Chong Kuang, executive officers and directors of the Company.

Accounting Policies and Estimates

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accounting pronouncements

to Note 1 in the accompanying financial statements.

to Note 1 in the accompanying consolidated financial statements.

and Capital Resources

cash balance on December 31, 2021, was $5,338,571, as compared to $1,086,753 on December 31, 2020, it was increased by $4,251,818.

cash balance on December 31, 2022, was $3,911,535, as compared to $5,338,571 on December 31, 2021, it was decreased by $1,427,036.

estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.

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.

During the year ended December 31, 2021, the Company incurred a net

loss of $14,363,232 and net cash used in operations 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.

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

on December 31, 2021, has expressed substantial doubt about the Company’s ability to continue as a going concern.

The financial

statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

accompanying consolidated 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.

During the year ended December 31, 2022, the Company

incurred a net loss of $6,262,188 and net cash used in operations of $2,402,769.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern within one year of the date that the financial statements are issued.

In addition, the Company’s

independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2022, has expressed

substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments

that might be necessary if the Company is unable to continue as a going concern.

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

from its 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.

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

meet the Company’s obligations as they become due.

the amount of funds that the Company has raised, no assurance can be given that any future financing, if needed, will be available or,

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in the case of equity financing.

cash used in operating activities was $2,023,150 and $1,567,758 for the year ended December 31, 2021 and 2020, respectively.

cash used in operating activities in 2021 was mainly from net loss for the year of $14,363,232, reversal of write-off notes receivable

of $5,000,000, fair value gains of options associated with convertible notes of $5,093,720 and offset by amortization and interest expenses

associated with convertible notes of $12,440,666, loss of extinguishment of convertible notes of $3,521,263 and impairment of other investment

of $5,349,600, while the cash used in operating activities in 2020 was mainly from net loss for the year of $3,752,953 and offset by

amortization and interest expenses associated with convertible notes of $974,673, consultancy and marketing expenses of $720,550.

net expenses totaled $11,836,184 and $2,060,955 for the years ended December 31, 2021 and 2020, respectively, which were mostly

composed of non-cash expenses of interest expense associated with accretion of convertible notes of $8,561,440, interest expense associated

with conversion of notes of $2,254,480, interest expense due to non-fulfillment of use of proceeds requirements of $1,106,488, interest

expense due to early redemption of notes of $235,536, amortization of discount on convertible notes of $206,342, amortization of debt

issuance costs of $76,380, loss of extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600,

and offset by non-cash income of reversal of write-off notes receivable of $5,000,000 and fair value gains of options associated with

convertible notes of $5,093,720 for the year ended December 31, 2021.

cash used in operating activities was $2,402,769 and $2,023,150 for the years ended December 31, 2022, and 2021, respectively.

used in operating activities in 2022 was mainly from net loss for the year of $6,262,188, gain on sale of real estate held for sale of

$266,693, reversal of write-off notes receivable of $200,000 and offset by impairment of goodwill of $263,247, impairment of other receivable

of $606,250 and impairment of other investments of $4,208,029, while the cash used in operating activities in 2021 was mainly from net

loss for the year of $14,363,232, reversal of write-off notes receivable of $5,000,000, fair value gains of options associated with convertible

notes of $5,093,720 and offset by amortization and interest expenses associated with convertible notes of $12,440,666, loss of extinguishment

of convertible notes of $3,521,263 and impairment of other investment of $5,349,600.

net expenses totaled $4,936,324 and $11,836,184 for the years ended December 31, 2022 and 2021, respectively, which were mostly composed

of non-cash expenses of impairment of goodwill of $263,247, impairment of other receivable of $606,250 and impairment of other investments

of $4,208,029 and offset by non-cash income of gain on sale of real estate held for sale of $266,693 and reversal of write-off notes

receivable of $200,000 for the year ended December 31, 2022.

Company incurred operating losses and had net cash used in operating activities for the past two years.

cash provided by investing activities was $35,515 for the year ended December 31, 2021 and net cash used in investing activities

was $44,887 for the year ended December 31, 2020.

cash provided by investing activities was $836,170 and $35,515 for the years ended December 31, 2022, and 2021, respectively.

cash provided by financing activities was $135,421 and $6,308,213 for the years ended December 31, 2022 and 2021, respectively.

provided by financing activities was mainly from the net proceeds of convertible notes of $5,210,000 and collection of notes receivable

of $5,000,000 in 2021.

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

cash proceeds from shares issued in 2021, while cash proceeds from shares issued were $477,300 in 2020.

provided by financing activities was mainly from collection of notes receivable of $200,000 in 2022.

In 2021, cash provided by financing

activities was mainly from the net proceeds of convertible notes of $5,210,000 and collection of notes receivable of $5,000,000.

2022, the Company did not issue any shares of its Common Stock.

There was no cash proceeds from shares issued in 2021.

is the share issuance summary of the financing activities of the Company during 2022 and 2021:

of Common Stock Issued

June 15, 2020 (1)

Three shareholders

September 14, 2020 (2)

One shareholder

November 18, 2020 (3)

Eight shareholders

November 24, 2020 (4)

One shareholder

November 24, 2020 (5)

One shareholder

November 30, 2020 (6)

Two shareholders

December 1, 2020 (7)

One shareholder

December 1, 2020 (8)

One shareholder

December 11, 2020 (9)

Three shareholders

December 31, 2020 (10)

One shareholder

February 26, 2021 (11)

Two shareholders

April 7, 2021 (12)

One shareholder

April 7, 2021 (13)

One shareholder

April 16, 2021 (14)

One shareholder

July 14, 2021 (15)

One shareholder

July 19, 2021 (16)

Twenty five shareholders

July 26, 2021 (17)

One shareholder

August 5, 2021 (18)

One shareholder

August 12, 2021 (19)

One shareholder

August 20, 2021 (20)

One shareholder

August 24, 2021 (21)

One shareholder

August 31, 2021 (22)

One shareholder

August 31, 2021 (23)

One shareholder

October 6, 2021 (24)

One shareholder

October 8, 2021 (25)

One shareholder

November 17, 2021 (26)

One shareholder

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

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

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

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

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

interests in Ata Plus Sdn.

Bhd (“APSB”).

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

Seah Kok Wah at a price of $1.10 per

share for cash proceeds of $55,000.

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

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

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

interests in New Business Media Sdn.

Bhd (“NBMSB”).

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

expense to an investor relations agent, Mr.

Dennis Burns.

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

fee to a business consultant, Mr.

Daniel McKinney.

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

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

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

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

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

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

Wong Wai Hing Lena at a price of

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

20, 2021 (10)

24, 2021 (11)

31, 2021 (12)

31, 2021 (13)

17, 2021 (16)

Company issued 34,259 shares of its restricted Common Stock at $27 per share, or a total of $925,000, to exercise the stock option

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

(“FBHI”) and the shareholder of FBHI.

(“FBHI”) and the shareholder of FBHI, on February 26, 2021.

Company subscribed for $7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuing 300,000 shares

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

of the Company’s restricted Common Stock at a price of $24.02 per share, or a total of $7,206,000 to the Fund, on April 7, 2021.

Company issued 6,000 shares of restricted Common Stock to a designee of the Fund at a price of $24.02 per share, or a total of $144,120

to settle a subscription fee to the Fund.

to settle a subscription fee to the Fund, on April 7, 2021.

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

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

Bhd, on July 19, 2021.

Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 28,150 shares of its restricted

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Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $350,000 on August 5, 2021.

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

market price of the Company’s Common Stock was $8.697 per share, or at a total value of $489,637, on August 5, 2021.

Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 64,342 shares of its restricted

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

Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $400,000 on August 12, 2021.

market price of the Company’s Common Stock was $8.101 per share, or at a total value of $521,237, on August 12, 2021.

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Common Stock at a conversion price of $4.3995 per share for settlement of principal balance of $100,000 on October 6, 2021.

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

price of the Company’s Common Stock was $6.761 per share, or at a total value of $153,676, on October 6, 2021.

Company fully repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 104,273 shares of its restricted

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expense to Mr.

Dennis Burns.

Dennis Burns, on November 17, 2021.

of December 31, 2022, there were 7,875,813 shares of Common Stock issued and outstanding.

6 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis