What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-29 · 1245 added, 1616 removed, 1047 unchanged (73% of the section changed)

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in Internal Control over Financial Reporting

were no other changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially

were no other changes in our internal control over financial reporting during the year ended December 31, 2022, that have materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following table sets forth certain information about our executive officers and directors as of the date of this Annual Report.

following table sets forth certain information about our directors and executive officers as of the date of this Annual Report.

Chief Executive Officer, Director

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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

2003 until January 2015, Mr.

Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003.

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.

Lee served as director of Greenpro Talents Ltd.

He also served as the Chief

Financial Officer and director of Moxian Corporation from October 2012 until December 2014.

Lee served as director of Greenpro Talents

from November 16, 2015, to June 6, 2017.

served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6,

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.

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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.

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.

Lee brings to the board of directors his business

leadership, corporate strategy and accounting and financial expertise.

He began his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997.

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.

Lee established the Cross-Border

Business Association (CBBA) – a NGO (Non-Government Organization) established under Hong Kon– 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 using technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes.

Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise.

Che Chan Gilbert , age 68, 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.

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.

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.

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.

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.

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.

Loke served as an independent director

of Odenza Corp.

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.

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.

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.

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.

served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc.

from September 4, 2014, to September

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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

He also earned other professional qualifications from the HKICS, ICSA as Chartered Se–retary, FPAM - Malaysia as Certified Financial

Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong.

Loke brings to the board of

directors accounting and financial expertise and business leadership.

Loke brings to the board of directors accounting and financial expertise and business leadership.

Chuchottaworn,

Srirat, age 54, joined us as an Independent Director on October 18, 2015.

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.

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.

Chuchottaworn brings to the board of directors business leadership and

experience and familiarity with conducting business in Thailand.

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 degree in engineering from the King Monkut’s

Institute of Technology Ladkrabang and Master of Science in Information Technology from the Chulalongkorn University.

Chuchottaworn brings to the board of directors her business leadership and experience and familiarity with conducting business in Thailand.

Ramesh Ruben, age 45, joined us as an Independent Director of the Company on May 8, 2019.

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.

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.

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.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources

Louis brings to the board of directors extensive experience in mergers and acquisitions, risk management, strategic planning,

and financial oversight and reporting.

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.

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 SMEs 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.

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).

has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals, and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia.

Louis brings to the board of directors his extensive experience in mergers and acquisitions, risk management, strategic planning, and

financial oversight and reporting.

Brent Lewis , age 68, joined us as an Independent Director of the Company on October 1, 2019.

Glendening, a U.S.

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.

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.

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:

Glendening was awarded the Top 10

Chief Information Officer by Computerworld in Switzerland 2005.

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.

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.

Glendening has expertise in global

business harmonization, consolidation and restructuring.

During his career, in addition to the positions disclosed above,

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:

Glendening was awarded the Top 10 Chief Information Officer by Computerworld in Switzerland 2005.

Glendening brings to the board of directors his significant senior executive leadership experience, as well as relevant experience in

information technology, AI and business process improvement.

Christophe Philippe Roland , age 45, joined us as an Independent Director of the Company on October 16, 2019.

French citizen, is currently living and working in Hong Kong.

He has over 15 years of international exposure in France, India, PRC and

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.

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.

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.

Bringuier established his own consulting company in 2016, Itaque Consulting in Hong Kong, providing consulting services for business

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management and project management in a complex, multicultural or cross-functional environment.

Bringuier brings to the board of directors

extensive knowledge and experience in talent development, executive coaching, business transformation and international operations.

Bringuier brings to the board of directors his extensive knowledge and experience in talent development, executive coaching, business

transformation and international operations.

Relationships

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in Certain Legal Proceedings

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

director or executive officer 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:

No director or executive officer has been involved in the last ten years in any of the following:

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or

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Audit Committee assists the board with the oversight of our financial reporting, independent auditors, and internal controls.

charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing anti-fraud

is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks, and implementing anti-fraud

The Audit Committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial

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The code of ethics is available on the

Company’s website at www.greenprocapital.com.

Company’s website “greenprocapital.com”.

16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock,

16(a) of the Securities Exchange Act requires our directors and executive officers, 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

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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.

we believe that all Section 16(a) filing requirements for our directors, executive officers and 10% stockholders, were met during the

year ended December 31, 2022.

EXECUTIVE COMPENSATION

forth below is information regarding the compensation paid during the year ended December 31, 2021 and 2020 to our principal executive

forth below is information regarding the compensation paid during the years ended December 31, 2022, and 2021 to our Principal Executive

Officer and Principal Financial Officer, who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

Principal Position

and Principal Position

Compensation ($)

Lee Chong Kuang

Chief Executive Officer and President

Loke Che Chan Gilbert

Chief Financial Officer, Treasurer and Secretary

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.

Executive Officer and President

Che Chan Gilbert

Financial Officer, Secretary and Treasurer

Loke Che Chan Gilbert, our Chief Financial Officer, Secretary, Treasurer 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.

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.

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.

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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

except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements.

Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services

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Equity Awards at Fiscal Year-End

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.

fiscal 2020, we provided monthly compensation to our independent directors, including Ms.

Chuchottaworn Srirat of $500,

the fiscal years ended December 31, 2022, and 2021, we provided monthly compensation to our independent directors as follows:

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

Bringuier Christophe

Philippe Roland of $1,000.

the independent directors are also the members of Audit Committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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;

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.

following table sets forth, as of March 31, 2023, certain information concerning the beneficial ownership of our Common Stock by:

stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal

Shareholders”);

named executive officer;

our directors and executive officers as a group, and their percentage ownership and voting power (“Directors and Executive

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of

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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.

of Beneficial Owner (1)

Officers and Directors

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.

calculations in the table below are based on 7,875,813 shares of our Common Stock, issued and outstanding as of March 31, 2023.

Name of Beneficial Owner

Number of Shares Beneficially Owned (2)

Percentage of Shares Beneficially Owned (2)

Directors and Executive Officers (1)

Lee Chong Kuang (3)

President, Chief Executive Officer and Director

Chief Executive Officer, President and Director

Loke Che Chan Gilbert (4)

Chief Financial

Officer and Director

G-Invest Corporation

Chief Financial Officer, Secretary, Treasurer and Director

Chuchottaworn Srirat

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Bringuier Christophe Philippe Roland

Pei Ling (3)(4)

All officers and directors as a group (8 persons

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

Independent Director

Yap Pei Ling (3)(5)

Chen Yanhong (6)

All directors and officers as a group (8 persons named above)

Principal Shareholders

Other owners of the Company

Less than 1% of our total issued and outstanding Common Stock as of March 31, 2023.

as otherwise set forth below, the business address of our directors and executive officers is B-7-5, Northpoint, Mid Valley City,

1 Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia

on 7,875,813 shares of Common Stock outstanding as of March 31, 2023, together with securities exercisable or convertible into shares

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the percentage ownership of any other person.

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.

1,739,034 shares of our Common Stock held by Mr.

Lee Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms.

Pei Ling, a director of two of our subsidiaries.

In the aggregate of the shares held by Mr.

Yap, 19,049,487 shares or 24.21% of

total outstanding shares of Common Stock as of March 29, 2022.

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.

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.

Yap, 1,904,949 shares or

24.19% of total issued and outstanding shares of Common Stock as of March 31, 2023.

1,065,084 shares of our Common Stock held by Mr.

Loke Che Chan Gilbert, and 200,000 shares of our Common Stock held by Mr.

son, Loke Sebastian Mun Foo and 140,000 shares of our Common Stock held by Mr.

Loke’s another son, Loke Mun Hang Conrad, respectively.

Loke and his sons collectively hold 1,405,084 shares or 17.84% of total issued and outstanding shares of Common Stock as of March

Yap Pei Ling, is spouse of Mr.

Lee Chong Kuang and a shareholder of the Company and a director of two of our subsidiaries, Asia UBS

Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively.

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, Falcon Accounting & Secretaries Limited and Greenpro

Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

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or ratified by the Audit Committee.

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.

with certain companies which Greenpro Venture Capital Limited or Greenpro Resources 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.

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 them in making financial

and operating policy decisions.

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.

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

Loke Che Chan Gilbert

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).

Chan Gilbert or Mr.

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

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 13).

PRINCIPAL ACCOUNTING FEES AND SERVICES

1 unchanged sentence

prior principal accountants.

FEES AND SERVICES

ACCOUNTING FEES AND SERVICES

Audit-related fees

5 unchanged sentences

category of “All other fees” generally includes advisory services related to accounting rules and regulations.

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.

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 (2022:

$165,000 and 2021:

$145,000) and JLKZ CPA LLP (2021:

$20,000) were compatible with the

maintenance of the firm’s independence in the conduct of its audits.

Policies and Procedures

3 unchanged sentences

described in Exhibit 99.2.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENHEDULES

Financial Statements

4 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firms

Balance Sheets as of December 31, 2021 and December 31, 2020

Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and December 31, 2020

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020

Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and December 31, 2021

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and December 31, 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021

Notes to Consolidated Financial Statements

Articles of Incorporation, as amended (17)

Bylaws, as amended (2)

Certificate of Change to the Articles of Incorporation (30)

Form of Common Stock Certificate (2)

24 unchanged sentences

Purchase and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19)

Purchase and Sale Agreement dated June 29, 2020 between the Company and Millennium Fine Art Inc.

Form of Acquisition Agreement of Ata Plus Sdn.

dated July 8, 2020 (26)

Subscription Agreement dated August 30, 2020 between Greenpro Venture Capital Limited and Global Leaders Corporation (26)

Subscription Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20)

11 unchanged sentences

Chia Min Kiat (22)

Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24)

Subscription Agreement dated December 16, 2020 between the Company and Wong Wai Hing Lena (26)

Subscription Agreement dated December 21, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26)

Subscription Agreement dated December 22, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26)

Subscription Agreement dated December 29, 2020 between Greenpro Venture Capital Limited and Pentaip Technology Inc.

Form of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021.

Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24)

Form of Additional 8% Acquisition of First Bullion Holdings Inc.

14 unchanged sentences

Consulting Agreement dated October 1, 2021 between the Company and Dennis Burns (29)

Subscription Agreement dated February 21, 2022 between Greenpro Venture Capital Limited and ACT Wealth Holdings Corp.*

Subscription Agreement dated April 1, 2022 between Greenpro Venture Capital Limited and REBLOOD Biotech Corp.*

Subscription Agreement dated June 9, 2022 between Greenpro Venture Capital Limited and Best2bid Technology Corp.*

Consulting Agreement dated October 1, 2022 between the Company and Dennis Burns*

Code of Ethics (17)

9 unchanged sentences

Filed herewith

Previous Filed:

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015.

23 unchanged sentences

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021 and Amendment No.

1 to Form 10-K filed with the SEC on April 12, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022 and Amendment No.

1 to Form 10-K filed with the SEC on July 18, 2022.

(30) Previously filed as an exhibit to the Company’s Current Report

on Form 8-K filed with the SEC on July 20, 2022.

FORM 10-K SUMMARY

4 unchanged sentences

Lee Chong Kuang

and Chief Executive Officer

Executive Officer, President, and Director

Executive Officer)

2 unchanged sentences

Lee Chong Kuang

and Chief Executive Officer

Executive Officer, President and Director

Executive Officer)

Loke Che Chan Gilbert

Chief Financial Officer

Financial Officer, Secretary, Treasurer and Director

Che Chan Gilbert

12 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firms

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Capital Corp.

on the Financial Statements

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.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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.

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Greenpro Capital Corp.

B-7-5, Northpoint

Mid Valley City

1, Medan Syed Putra Utara

59200 Kuala Lumpur, Malaysia

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, 2022 and 2021, and the related consolidated

statements of operations, stockholders’ equity, and cash flows for the years ended of December 31, 2022 and 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, 2022 and 2021, and the results of its operations and its

cash flows for the years ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States

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

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.

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.

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.

Audit Matters

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.

Promissory Note s

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.

identified the valuation of and the accounting treatment for convertible note as key audit matters because both are complex areas.

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.

audit procedures in this area included the following, among others:

Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized;

amounts, interest rate and maturity date to the supporting documentation and debt agreement;

and examined terms and conditions of

the analysis carried out by the management on bifurcation of the convertible debt into debt, beneficial conversion feature, and embedded

the adequacy of the disclosures in the financial statements in relation to convertible notes.

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.

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, for the years

ended December 31, 2022, the Company incurred a net loss of $6,262,188 and negative cash flow from operating activities of $2,402,769.

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

Management’s plans in regard

to these matters are also 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 are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgements.

The communication of critical audit matters does not alter in any way of 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 disclosure to which they relate.

and Impairment Valuation

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.

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.

identified the impairment valuation of investments as a key audit matter due to the significance of the balance to the financial statements

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.

audit procedures in this area included the following, among others:

Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized;

management to obtain an understanding of the Company’s process in evaluating the indication of impairment and fair value assessments;

the Company’s assessment of impairment by reviewing valuation reports by independent valuers of significant investees;

the knowledge, skills and ability of the Company’s specialist;

the adequacy of the disclosures in the financial statements in relation to investments.

JP Centurion & Partners PLT

have served as the Company’s auditor since July 2021.

Centurion & Partners PLT (PCAOB:

The Company has significant investments as they represented

approximately 34.56% of total assets.

As disclosed in Note 6 to the 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 critical audit matter due to the significance of the balance to the financial statements as a whole.

These investments require significant

judgements as they are private entities that are not trade on public exchange 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 determine the fair valuation in the absence of observable prices in an active market

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 procedure 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;

e) Considered the adequacy of the disclosures in the financial statements in

relation to investments.

JP CENTURION & PARTNERS PLT (PCAOB:

We have served as the Company’s auditor since 2021.

Lumpur, Malaysia

of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

CAPITAL CORP.

on the Financial Statements

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.

Paragraph Regarding Going Concern

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

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

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.

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.

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 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.

Promissory Note s

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

As part of debt issuance, the Company also incurred brokers’ fees of $130,000, recorded as a debt issuance cost.

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.

identified the valuation of and the accounting treatment for convertible note as key audit matters because both are complex areas.

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.

audit procedures in this area included the following, among others:

Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized.

amounts, interest rate and maturity date to the supporting documentation and debt agreement;

and examined terms and conditions of

the analysis carried out by the management on bifurcation of the convertible debt into debt, beneficial conversion feature, and embedded

the adequacy of the disclosures in the financial statements in relation to convertible notes.

of financial derivatives instruments

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,

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

audit procedures in this area included the following, among others:

an understanding the Company’s specialist process to calculate the fair value of options.

and tested significant inputs used by the Company’s specialist in determining the fair value option pricing for derivatives.

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.

the Company’s engaged specialist option contract valuations to auditor’s option pricing model valuations.

the adequacy of the disclosures in the financial statements in relation to fair value measurements and derivative liabilities.

and Impairment Valuation

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.

identified the impairment valuation of investments as a key audit matter due to the significance of the balance to the financial statements

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

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.

audit procedures in this area included the following, among others:

Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized.

management to obtain an understanding of the Company management’s process in evaluating its convertible debt issuance decisions,

impairment assessments, and fair value assessments.

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.

the adequacy of the disclosures in the financial statements in relation to investments.

have served as the Company’s auditor since July 2020.

In 2021, we became the predecessor auditor.

CPA LLP (PCAOB:

CAPITAL CORP.

BALANCE SHEETS

OF DECEMBER 31, 2022, AND 2021

December 31, 2022

December 31, 2021

Current assets

cash equivalents (including $ 12,866 and $ 172,962 of

Cash and cash equivalents (including $ 38,466 and $ 12,866 of

restricted cash as of December 31, 2022, and 2021, respectively)

Accounts receivable,

net of allowance of $ 133,356

of December 31, 2021 and 2020, respectively (including

net accounts receivable from related parties as of December 31, 2021 and 2020, respectively)

Prepaids and other current

Accounts receivable, net of allowance of $ 25,677 and $ 133,356 as

of December 31, 2022, and 2021, respectively (including $ 129,292 and $ 41 of net accounts receivable from related parties as of December 31, 2022, and 2021, respectively)

Prepaids and other current assets (including $ 80,000 to related party as of December 31, 2022)

Due from related parties

costs of revenue (including $ 11,640 and $ 0 to related parties as of December 31, 2021 and 2020, respectively)

Deferred costs of revenue (including $ 11,640 to related party as of December 31, 2022, and 2021)

Total current assets

Property and equipment,

Property and equipment, net

Real Estate investments:

Real estate held for sale

Real estate held for investment,

Real estate held for investment, net

Intangible assets, net

Other investments (including

$ 9,621,935 and $ 6,829,660 of investments in related parties as of December 31, 2021 and 2020, respectively)

Operating lease right-of-use

non-current assets

LIABILITIES AND STOCKHOLDERS’

Other investments (including $ 5,406,106 and $ 9,621,935 of investments in related parties as of December 31, 2022, and 2021, respectively)

Operating lease right-of-use assets, net

Other non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued

Current portion of loans

secured by real estate

Convertible notes payable,

Accounts payable and accrued liabilities

Due to related parties

Income tax payable

Operating lease liabilities,

current portion

Deferred revenue (including

$ 912,980 and $ 558,600 from related parties as of December 31, 2021 and 2020, respectively)

Operating lease liabilities, current portion

Deferred revenue (including $ 849,400 and $ 912,980 from related parties as of December 31, 2022, and 2021, respectively)

Derivative liabilities

Total current liabilities

Long term portion of loans secured by real

Operating lease liabilities,

net of current portion

Operating lease liabilities, net of current portion

Total liabilities

Commitments and contingencies

3 unchanged sentences

no shares issued and outstanding

Common Stock, $ 0.0001 par value;

Common Stock, $ 0.0001

500,000,000 shares authorized;

78,671,688 and 61,764,562 shares issued and outstanding as of December 31, 2021 and 2020, respectively

and 7,867,169 shares issued and outstanding as of

December 31, 2022, and 2021, respectively (1)

Additional paid in capital

4 unchanged sentences

Total Greenpro Capital Corp.

stockholders’

Noncontrolling interests

in consolidated subsidiaries

Total stockholders’

LIABILITIES AND STOCKHOLDERS’ EQUITY

stockholders’ equity

Noncontrolling interests in consolidated subsidiaries

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

and outstanding shares of Common Stock have been adjusted for the periods prior to July 28, 2022, to reflect the 10-for-1 reverse

stock split effected on that date on a retroactive basis as described in Note 1.

accompanying notes.

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2022, AND 2021

ended December 31,

Service revenue

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

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

( 1,023,503 )

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)

( 4,168,997 )

( 5,231,778 )

operating expenses

Total operating expenses

( 4,168,997 )

4 unchanged sentences

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)

Other income (including $ 5,850 of other income from related parties for the year ended December 31, 2022)

Interest income

Reversal of write-off notes

Fair value (gains)

losses of derivative liabilities associated with warrants

Fair value gains of options

associated with convertible notes

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)

Reversal of write-off notes receivable

Fair value gains of derivative liabilities associated with warrants

Fair value gains of options associated with convertible notes

Interest expense (including $ 12,900,855 of interest expense related to convertible notes for the year ended December 31, 2021)

( 12,950,750 )

Loss on extinguishment of convertible notes

( 3,521,263 )

Loss on extinguishment

of convertible notes

Impairment of goodwill

Impairment of other receivable (including $ 606,250 of related party investment for the year ended December 31, 2022)

Impairment of other investments (including $ 4,208,029 and $ 5,349,600 of related party investments for the years ended December 31, 2022, and 2021, respectively)

( 4,208,029 )

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 )

other expenses

Total other expenses

( 4,741,329 )

( 11,603,608 )

LOSS BEFORE INCOME TAX

4 unchanged sentences

( 14,363,232 )

Net loss (income) attributable

to noncontrolling interest

NET LOSS ATTRIBUTED TO COMMON

SHAREHOLDERS OF GREENPRO CAPITAL CORP.

Net (income) loss attributable to noncontrolling interests

NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.

( 6,350,872 )

Other comprehensive income:

- Foreign currency translation income

COMPREHENSIVE

( 14,349,356 )

Other comprehensive loss:

- Foreign currency translation loss

COMPREHENSIVE LOSS

$ ( 6,548,900 )

NET LOSS PER SHARE,

BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER

OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED

$ ( 14,349,356 )

NET LOSS PER SHARE, BASIC AND DILUTED (1)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (1)

average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 10-for-1 reverse stock split

effected on July 28, 2022, on a retroactive basis as described in Note 1.

accompanying notes.

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2022, AND 2021

Common Stock (1)

Comprehensive

1 unchanged sentence

Balance as of December 31, 2020

$ ( 16,922,452 )

Fair value of shares issued for other investments

Fair value of shares issued for subscription fee

Fair value of shares issued for subscription

Fair value of shares issued for marketing expenses

Fair value of shares issued from conversion of promissory

notes , shares

Fair value of shares issued for marketing expense

Fair value of shares issued from conversion of promissory notes

Fair value of shares issued for acquisition

Fair value of shares issued for acquisition ,shares

Fair value of shares issued for consultancy fee

Fair value of shares issued for other investments

Fair value of shares issued for a stock option

Common Stock sold in private placements

Derecognition of non-controlling interest due to deconsolidation

Beneficial conversion feature related to convertible notes

Reclassification of conversion option related to a convertible note

Value of beneficial conversion feature resulting from debt extinguishment

( 5,671,565 )

Foreign currency translation

Beneficial conversion feature related to convertible

Reclassification of conversion option related to a

convertible note

Value of beneficial conversion feature

resulting from debt extinguishment

Net loss for the year

( 14,349,356 )

( 14,363,232 )

Balance as of December 31, 2021

Fair value of shares issued for other investments

Fair value of shares issued for subscription fee

Fair value of shares issued for marketing expense

Fair value of shares issued from conversion of promissory

Fair value of shares issued for acquisition

Beneficial conversion feature related to convertible

Reclassification of conversion option related to a

convertible note

Value of beneficial conversion feature

resulting from debt extinguishment

$ ( 31,271,808 )

Roundup of fractional shares upon reverse stock split

Foreign currency translation

Net loss for the year

( 6,350,872 )

( 6,262,188 )

Balance as of December 31, 2022

$ ( 224,891 )

$ ( 37,622,680 )

activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 10-for-1 reverse

stock split effected on July 28, 2022, on a retroactive basis as described in Note 1.

accompanying notes.

2 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2022, AND 2021

ended December 31,

Cash flows from operating

Year ended December 31,

Cash flows from operating activities:

$ ( 6,262,188 )

$ ( 14,363,232 )

Adjustments to reconcile net loss to net cash

used in operating activities:

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

Depreciation and amortization

Amortization of right-of-use

Amortization of discount

on convertible notes

Amortization of debt issuance

Interest expense associated

with accretion of convertible notes

Interest expense associated

with conversion of notes

Interest expense due to

non-fulfillment of use of proceeds requirements

Interest expense due to

early redemption of notes

Loss on extinguishment

of convertible notes

Impairment of other investment

- related party

Amortization of right-of-use assets

Provision for bad debts

Fair value of shares issued

for subscription fee

Fair value of shares issued

for marketing expenses

Fair value of shares issued

for consultancy fee

Reversal of write-off notes

Impairment of goodwill

Impairment of other receivable - related party

Impairment of other investments - related parties

Amortization of discount on convertible notes

Amortization of debt issuance costs

Interest expense associated with accretion of convertible notes

Interest expense associated with conversion of notes

Interest expense due to non-fulfillment of use of proceeds requirements

Interest expense due to early redemption of notes

Loss on extinguishment of convertible notes

Fair value of shares issued for subscription fee

Fair value of shares issued for marketing expenses

Loss on deposit redemption

Loss on disposal of other investments

Reversal of write-off notes receivable

( 5,000,000 )

(Gain) loss on disposal

of a subsidiary

(Gain) loss on disposal

of property and equipment

Gain on disposal of other

Gain on sale of real estate

held for sale

Loss on deconsolidation

of controlled subsidiaries

Fair value (gains)

losses of derivative liabilities associated with warrants

Fair value gains of derivative

liabilities associated with convertible notes

Gain on disposal of a subsidiary

Gain on disposal of property and equipment

Gain on sale of real estate held for sale

Fair value gains of derivative liabilities associated with warrants

Fair value gains of derivative liabilities associated with convertible notes

( 5,093,720 )

Increase in cash surrender

value on life insurance

Changes in operating assets and liabilities:

Accounts receivable

Prepaids and other current

Prepaids and other current assets

Deferred costs of revenue

Accounts payable and accrued

Accounts payable and accrued liabilities

Income tax payable

Operating lease liabilities

Net cash used in operating

Deferred revenue

Net cash used in operating activities

( 2,402,769 )

( 2,023,150 )

Cash flows from investing

Purchase of property and

Cash flows from investing activities:

Purchase of property and equipment

Purchase of other investments

Acquisition of business,

net of cash acquired

Proceeds from real estate

held for sale

Proceeds from sale of property

and equipment

Proceeds from disposal

of subsidiary

Proceeds from redemption

of life insurance policy

of subsidiaries, net of cash disposed

Net cash provided by

(used in) investing activities

Cash flows from financing

Principal payments of loans

secured by real estate

Acquisition of business, net of cash acquired

Proceeds from real estate held for sale

Proceeds from sale of property and equipment

Proceeds from disposal of investment

Proceeds from disposal of subsidiary

Net cash provided by investing activities

Cash flows from financing activities:

Advances to related parties

( 1,239,489 )

Advances (to) from related

Principal payments of loans secured by real estate

( 1,542,298 )

Proceeds from convertible

promissory notes, net

Proceeds from convertible promissory notes, net

Collection of notes receivable

Convertible note redemptions

Convertible note redemptions paid in cash

( 1,120,000 )

from shares issued for cash, net

Net cash provided by

financing activities

Effect of exchange rate

changes in cash and cash equivalents

NET CHANGE IN CASH, CASH

EQUIVALENTS, AND RESTRICTED CASH

CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR

CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW INFORMATION:

Net cash provided by financing activities

Effect of exchange rate changes in cash and cash equivalents

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 1,427,036 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income tax

Cash paid for interest

NON-CASH INVESTING AND FINANCING

Fair value of shares

issued for a stock option

Fair value of shares issued for acquisition

Fair value of shares

issued for other investments

Fair value of shares

issued from conversion of promissory notes

Beneficial conversion

feature associated with convertible notes payable

Reclassification of

conversion option associated with convertible notes payable to additional paid in capital

Derecognition of beneficial

conversion feature value from additional paid in capital resulting from debt extinguishment

Debt discount associated

with convertible notes payable

Derivative liability

associated with convertible notes payable

NON-CASH INVESTING AND FINANCING ACTIVITIES

Fair value of shares issued for acquisition of business

Fair value of shares issued for other investments

Fair value of shares issued from conversion of promissory notes

Beneficial conversion feature associated with convertible notes payable

Reclassification of conversion option associated with convertible notes payable to additional paid in capital

Derecognition of beneficial conversion feature value from additional paid in capital resulting from debt extinguishment

accompanying notes.

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1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(the “Company”) was incorporated on July 19, 2013 in the state of Nevada, and in 2015 changed its name to Greenpro Capital

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

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.

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”) 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, our subsidiary, Greenpro Venture Capital Limited (“GVCL”)

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.

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.

As reflected in the accompanying consolidated financial

statements, for the year ended December 31, 2022, the Company incurred a net loss of $ 6,262,188 and net cash used in operating activities

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.

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.

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

3 unchanged sentences

stockholders, in the case of equity financing.

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

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.

effects of reverse stock split

July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of

Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically

converted into one outstanding share of Common Stock.

As a result of the Reverse Stock Split, the number of the outstanding shares of

Common Stock decreased from 78,671,688 (pre-split) shares to 7,875,813 (post-split) shares.

In addition, by reducing the number of outstanding

shares, the Company’s loss per share in all prior periods increased by a factor of 10.

The Reverse Stock Split affected all shares

of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split.

In addition, the Reverse Stock Split

effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately prior

to the effectiveness of the Reverse Stock Split, resulting in a reduction from 53,556 (pre-split) shares to 5,356 (post-split) shares

(see Note 11).

fractional shares are issued in connection with the Reverse Stock Split.

Stockholders who otherwise would be entitled to receive fractional

shares because they hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 10, in

lieu of a fractional share, are entitled the number of shares rounded up to the nearest whole share.

The Company will issue one whole

share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result

of the Reverse Stock Split.

Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership

The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares

of Common Stock remained the same after the Reverse Stock Split.

the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded

at par value has been reclassified to additional paid-in-capital on a retroactive basis.

All references to shares of Common Stock and

per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to

reflect the Reverse Stock Split on a retroactive basis.

business, financial condition and results of operations may be materially adversely affected by global health epidemics, including the

recent COVID-19 outbreak.

of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition, and

results of operations.

The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the

outbreak of COVID-19 as a global pandemic.

The international stock markets reflect the uncertainty associated with the slow-down in the

global economy and the reduced levels of international travel experienced since the beginning of January 2020, large declines in oil

prices and the significant decline in the Dow Industrial Average at the end of February and beginning of March 2020 was largely attributed

to the effects of COVID-19.

specifically our business was affected to a large extent by a shut-down of operations both for ourselves and our clients for much of

the whole year of 2020.

Total revenue for the year ended December 31, 2022, was $ 3,673,997 compared to $ 2,949,780 for the same period

The increase in total revenue was mainly derived from the sale of real estate properties during the first quarter and third

quarter of 2022, respectively.

When nation-wide shutdowns were mandated the first half of 2020, there was a corresponding decline in

demand for our business services.

When business gradually resumed beginning the first half of 2021, we saw a corresponding increase in

orders of our business services.

full extent of the financial impact of the COVID-19 pandemic cannot be reasonably estimated at this time as the pandemic is still ongoing.

The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of the coronavirus and its variants and the actions taken globally

to contain the coronavirus or treat its impact, the efficacy of vaccines on COVID-19 and its variants, among others.

Existing insurance

coverage may not provide protection for all costs that may arise from all such possible events.

Additionally,

the COVID-19 pandemic may also affect our overall ability to react timely to mitigate the impact of this event and may hamper our efforts

to contact our service providers and advisors and to provide our investors with timely information and comply with our filing obligations

with the SEC, especially in the event of office closures, stay-in-place orders and a ban on travel or quarantines.

We are still assessing

our business operations and the impact COVID-19 may have on our results and financial condition in the future, but there can be no assurance

that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns

in business sentiment generally or in our sector in particular.

of presentation and principles of consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and a majority-owned subsidiary

which the Company controls and entities for which the Company is the primary beneficiary.

30 unchanged sentences

for insurance brokers specified under the Insurance Ordinance of Hong Kong.

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).

OF CASH EQUIVALENTS AND RESTRICTED CASH

Cash, cash equivalents,

and restricted cash

Denominated in United States

Denominated in Hong Kong Dollars

December 31, 2022, cash included funds held by employees of $ 11,464 was to facilitate payment of expenses in local currencies or to facilitate

third-party online payment platforms which the Company had not set up a corporate account, such as WeChat Pay or Alipay.

of December 31, 2021, no cash of the Company was held by employees.

OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

As of December 31,

Cash, cash equivalents, and restricted cash

Denominated in United States Dollar

Denominated in Hong Kong Dollar

Denominated in Chinese Renminbi

Denominated in Malaysian

cash equivalents, and restricted cash

receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts.

Denominated in Malaysian Ringgit

Denominated in Euro

Denominated in Singapore Dollar

Cash, cash equivalents, and restricted cash

receivable, net

receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts.

Management reviews the adequacy of the

6 unchanged sentences

OF ACCOUNTS RECEIVABLES

December 31, 2021

December 31, 2020

Accounts receivable, gross

Allowance for

doubtful accounts

receivable, net

Allowance for doubtful accounts

Accounts receivable, net

and equipment, net

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:

OF PLANT AND EQUIPMENT

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Over the shorter of estimated useful life

or term of lease

and equipment are stated at cost less accumulated depreciation.

Depreciation is calculated on the straight-line basis over the following

estimated useful lives:

OF PROPERTY AND EQUIPMENT USEFUL LIFE

the shorter of estimated useful life or term of lease

leasehold represents three adjoining office units used by the Company located in a commercial building in Shenzhen, China.

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.

leasehold is subject to a land lease with a term of 27 years and is being depreciated over the remaining lease term.

Expenditures for

maintenance and repairs are expensed as incurred.

Depreciation, classified as an operating expense, was $ 111,707 and $ 120,707 for the

years ended December 31, 2022 and 2021, respectively.

assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may

13 unchanged sentences

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 project, margins on units under contract but not closed (none as of December 31, 2022), and projected margins 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

7 unchanged sentences

OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Shorter of the estimated useful life or term

of the estimated useful life or term of lease

leasehold represents three office units owned by the Company located in two commercial buildings in Kuala Lumpur, Malaysia.

and amortization expense, classified as cost of rental, was $ 31,688 and $ 32,072 for the years ended December 31, 2021 and 2020, respectively.

Depreciation,

classified as cost of rental, was $ 29,001 and $ 31,688 for the years ended December 31, 2022, and 2021, respectively.

assesses the carrying value of real estate held for investment whenever events or changes in circumstances indicate that the carrying

6 unchanged sentences

Company determined there were no indicators of impairment of its real estate held for investment.

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.

identifiable intangible assets are stated at cost less accumulated amortization and represent certain trademarks registered in USA, Hong

Kong, China, and Singapore.

is calculated on the straight-line basis over the following estimated useful lives:

OF INTANGIBLE ASSETS ESTIMATED LIFE

Customer lists

Insurance agency license

expense for the years ended December 31, 2022, and 2021 was $ 718 and $ 723 , respectively.

8 unchanged sentences

The Company’s policy is to perform an annual impairment testing for its reporting units on December 31, of each fiscal year.

the years ended December 31, 2021 and 2020, the Company determined there were no indicators of impairment of goodwill (see Note 8).

2022, the Company determined there was an indicator of impairment, so an impairment of goodwill of $ 263,247 was made and its goodwill

was revalued at $ 82,561 as of December 31, 2022.

For the year ended December 31, 2021, the Company determined there was no indicator

of impairment, so no impairment was made (see Note 7).

of long-lived assets

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.

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.

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.

of December 31, 2022, and 2021, the Company determined there was no indicator of impairment of its real estate held for investment and

its property and equipment, respectively.

in equity securities

7 unchanged sentences

Gains and losses on these securities are recognized in other income and expenses.

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).

December 31, 2022, the Company had total twenty-seven (27) investments in equity securities without readily determinable fair values,

all were related party investments with aggregate value of $ 5,406,106 .

In which, eleven (11) investments in equity securities without

readily determinable fair values were also related party investments, all were fully impaired and with $ nil value (see Note 6).

December 31, 2021, the Company had total twenty-seven (27) investments in equity securities without readily determinable fair values,

all were related party investments with aggregate value of $ 9,621,935 .

In which, ten (10) investments in equity securities without readily

determinable fair values were also related party investments, all were fully impaired and with $ nil value (see Note 6).

to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases.

10 unchanged sentences

of $ 582,647 , lease liabilities for operating leases of $ 582,647 , and a zero cumulative-effect adjustment to accumulated deficit (see

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.

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.

issuance costs

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.

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.

financial instruments

30 unchanged sentences

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.

December 31, 2022, and 2021, the only outstanding Common Stock equivalents were warrants of 5,356 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.

currencies translation

4 unchanged sentences

which is also the respective functional currency of subsidiaries.

general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated

general, for consolidation purposes, if a subsidiary’s functional currency other than US$, its assets and liabilities are translated

into US$ using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the

The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component

Any gains or losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component

of accumulated other comprehensive loss within equity.

of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

OF FOREIGN CURRENCY TRANSACTION

of and for the years ended

of amounts from each foreign currency of the Company into US$ has been made at the following exchange rates for the respective periods:

OF FOREIGN CURRENCIES TRANSLATION

As of and for the years ended

Period-end MYR :

US$1 exchange

US$1 exchange rate

Period-average MYR :

9 unchanged sentences

Comprehensive

income or loss

Comprehensive

income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances

income or loss 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

The Company’s accumulated other comprehensive income or loss consists of cumulative foreign currency translation

value of financial instruments

6 unchanged sentences

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

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.

Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other

current assets, accounts payable and accrued liabilities, deferred costs of revenue and deferred revenue, and due from or due to related

parties, approximate their fair values because of the short-term nature of these financial instruments.

of December 31, 2022, and 2021, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative

liabilities of $ 1 and $ 9,935 , respectively (see Note 9).

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:

OF FAIR VALUE FINANCIAL INSTRUMENT

December 31, 2021

December 31, 2020

Fair value at beginning of period

Derivative liability associated

with convertible notes issued during the period

Reclassification of conversion

option related to a convertible note to additional paid in capital

following table sets forth a summary of the changes in the estimated fair value of our derivative during the years ended December 31,

2022, and 2021:

OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES

As of and for the years ended,

Fair value at beginning of year

Derivative liability associated with convertible notes issued during the year

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

Fair value gains of derivative liability associated with convertible note

( 6,203,520 )

value (gains) losses of derivative liability associated with warrants

Fair value at end of period

Fair value gains of derivative liability associated with warrants

Fair value at end of year

Concentrations

the year ended December 31, 2021, three customers accounted for 26 %

respectively) of revenue and three customers accounted

respectively) of accounts receivable at year-end.

the year ended December 31, 2020, three customers accounted for 30 %

respectively) of revenue and three customers accounted for 82 %

respectively) of accounts receivable at year-end.

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 %

respectively) of accounts payable at year-end.

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 %

respectively) of accounts payable at year-end.

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

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 year ended December 31, 2022, three customers accounted for 28 % ( 10 %, 9 % and 9 %, respectively) of the Company’s revenue, and

three customers accounted for 84 % ( 57 %, 20 % and 7 %, respectively) of the Company’s accounts receivable at year-end.

the year ended December 31, 2021, three customers accounted for 26 % ( 12 %, 8 % and 6 %, respectively) of the Company’s revenue, and

three customers accounted for 56 % ( 40 %, 10 % and 6 %, respectively) of the Company’s accounts receivable at year-end.

the year ended December 31, 2022, no vendor accounted for 10 % or more of the Company’s cost of revenues, and three vendors accounted

for 59 % ( 29 %, 19 % and 11 %, respectively) of the Company’s accounts payable at year-end.

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 the Company’s accounts payable at year-end.

Company’s reporting currency is US$ but its major revenues and costs, and a significant portion of its assets and liabilities are

also denominated in MYR, RMB or HK$.

As a result, the Company is exposed to a foreign exchange risk as its revenues and the 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$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when in translation to the Company’s

reporting currency, as its financial statements are presented in US$.

The Company does not hold any derivative or other financial instruments

2 unchanged sentences

Substantially

all the Company’s services are conducted in Hong Kong, the PRC, Malaysia, Thailand, Taiwan, and the South-East Asia region.

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.

all the Company’s services are conducted in Hong Kong, China, 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.

accounting pronouncements

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

Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the

adoption of this standard.

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.

is currently evaluating the potential on its financial statements.

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible debt

instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s

own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related earnings

per share guidance.

This standard became effective for the Company beginning on January 1, 2022.

Adoption is either a modified retrospective

method or a fully retrospective method of transition.

The Company adopted this guidance effective January 1, 2022, and the adoption of

this standard did not have a material impact on its consolidated financial statements.

June 2016, the FASB issued ASU No.

13 unchanged sentences

2 - REVENUE FROM CONTRACTS WITH CUSTOMERS

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.

Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”),

and revenue from leasing or trading of real estate properties (“real estate revenue”).

from services

1 unchanged sentence

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.

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.

other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services

5 unchanged sentences

Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

from the rental of real estate properties

from leasing of real estate properties

revenue represents lease rental income from the Company’s tenants.

The tenants pay monthly in accordance with lease agreements

The tenants pay in accordance with the terms in the 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.

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.

from trading of real estate properties

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 its asset and recognizes

a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer.

the year ended December 31, 2022, the Company recognized revenue from the sale of three units of commercial property held for sale, while

there was no property sold during 2021.

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.

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.

of rental revenue primarily includes costs associated with repairs and maintenance, property management fees, insurance, depreciation,

and other related administrative costs.

Utility expenses are paid directly by tenants.

of real estate properties sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure,

3 unchanged sentences

OF DISAGGREGATED REVENUE

ended December 31,

by service lines:

advisory – Non-Listing services

advisory – Listing services

of real estate properties

of real estate held for sale

ended December 31,

For the years ended December 31,

Revenue by service lines:

Corporate advisory – non-listing services

Corporate advisory – listing services

Rental of real estate properties

Sale of real estate properties

Total revenue

the years ended December 31,

by geographic area:

service contract balances include deferred costs of revenue and deferred revenue:

costs of revenue

service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in

a service contract where the performance obligation is not completed, deferred costs of revenue is recorded for any costs incurred in

advance of the performance obligation.

service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance

a service contract 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:

revenue and deferred costs of revenue at December 31, 2021 and 2020 are classified as current assets or current liabilities and totaled:

of December 31, 2022, and 2021, deferred costs of revenue or deferred revenue is classified as current assets or current liabilities

and totaled, respectively:

OF DEFERRED REVENUE COST

costs of revenue

in deferred revenue were as follows at December 31, 2021 and 2020:

Current assets

Deferred costs of revenue

Current liabilities

Deferred revenue

in deferred revenue during 2022 and 2021 are as follows:

OF CHANGES IN DEFERRED REVENUE

revenue, beginning of period

contract liabilities

obligations satisfied

( 1,244,012 )

revenue, end of period

3 - BUSINESS COMBINATION

June 26, 2019, the Company sold its entire 51 % interest ( 51,000 shares of common stock) in Greenpro Capital Village Sdn.

Tan Tee Yong (“Ms.

Tan”) for MYR 51 (approximately $ 12 ).

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.

(“QSC”) at a price of MYR 51,000 and

MYR 49,000 or MYR1 per share.

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 .

Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”.

is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed.

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.

OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL

and cash equivalents

value of current liabilities

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:

OF PROFORMA INFORMATION OF OPERATIONS

December 31, 2021

December 31, 2020

from operations

As of and for the years ended

Deferred revenue, beginning of year

New contract liabilities

Performance obligations satisfied

( 1,305,623 )

( 1,244,012 )

loss per share-basic and diluted

Deferred revenue, end of year

3 - PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT NET

Property, plant and equipment, Gross

Accumulated depreciation and amortization

leasehold represents three adjoining office units used by the Company located in a commercial building in Shenzhen, China.

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.

July 9, 2021, the Company had repaid a pledged loan by the office leasehold in full (see Note 11).

5 - REAL ESTATE HELD FOR SALE

December 31, 2021 and 2020, real estate held for sale was valued $ 2,205,839

and $ 2,218,273 ,

As of December 31,

Property and equipment

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Property and equipment, gross

Accumulated depreciation

Accumulated depreciation, beginning of year

Depreciation for the year

Disposal or write-off

Effect of changes in exchange rate

depreciation, end of year

Property and equipment, net

leasehold under property and equipment represents three adjoining office units owned and 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 22 years and is being depreciated

over the remaining lease term.

for property and equipment, classified as an operating expense, was $ 125,486 and $ 136,273 for the years ended December 31, 2022, and

2021, 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.

4 - REAL ESTATE HELD FOR SALE

December 31, 2022, and 2021, real estate held for sale was valued $ 1,659,207 and $ 2,205,839 , respectively.

Real estate held for sale

represents multiple units in a building located in Hong Kong.

the year ended December 31, 2022, the Company sold three units for $ 840,036 , with original cost of $ 408,813 and other costs of sale of

In 2021, there was no property was sold.

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.

5 - REAL ESTATE HELD FOR INVESTMENT, NET

OF REAL ESTATE HELD FOR INVESTMENT, NET

Real estate investment property, Gross

Accumulated depreciation and amortization

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.

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.

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).

As of December 31,

Real estate held for investment

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Real estate held for investment, gross

Accumulated depreciation

Accumulated depreciation, beginning of year

Depreciation for the year

Effect of changes in exchange rate

Accumulated depreciation, end of year

Real estate held for investment, net

estate held for investment represents the Company’s three office units located in two commercial buildings in Malaysia.

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.

for real estate held for investment, included in the cost of rental revenue, was $ 29,001 and $ 31,688 for the years ended December 31,

2022, and 2021, respectively.

6 - OTHER INVESTMENTS

OF OTHER INVESTMENTS

Investment in equity securities without readily determinable fair values of affiliates:

SCHEDULE OF OTHER INVESTMENTS

of December 31,

in equity securities without readily determinable fair values of affiliates:

Greenpro Trust Limited (a related party)

Other related parties

Stock option (a related party)

in equity securities without readily determinable fair values of affiliates (related parties):

securities without readily determinable fair values are investments in privately held companies without readily determinable market values.

7 unchanged sentences

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

The Company believes all the invested equity securities

are without readily determinable values even certain of the equity securities are listed in the over the counter (OTC) market, as their

securities are not actively traded on a securities exchange registered with the U.S.

Securities and Exchange Commission (SEC) or in the

the year ended December 31, 2022, the Company recognized impairment of $ 4,208,029 for six of its total investments in equity securities

without readily determinable fair values.

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.

For the year ended December 31, 2021, the Company recognized impairment of $ 5,349,600 for one

of its total investments in equity securities without readily determinable fair values.

addition, the Company recorded its equity securities without readily determinable fair values at cost.

For these cost method investments,

we recorded as other investments in our consolidated balance sheets.

We reviewed all 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

When impairment indicators exist, we generally adopt the valuation methods allowed under ASC820 Fair Value Measurement to evaluate the fair values of our

cost method investments approximated or exceeded their carrying values.

of December 31, 2022, the carrying value of our cost method investments aggregated $ 5,406,106 .

December 31, 2022, and 2021, the carrying values of equity securities without readily determinable fair values are as follows:

OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES

gains (losses)

for impairment or decline in value

SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES

As of December 31,

Equity securities without readily determinable fair values

Original cost

Unrealized gains (losses)

Provision for impairment or decline in value

( 10,131,858 )

securities without readily determinable fair values, net

Trust Limited (a related party)

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

Lee Chong Kuang and Loke Che Chan Gilbert are common directors of GTL and the Company.

related parties

Angkasa-X Holdings Corp.:

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

( 5,923,829 )

Forfeiture, disposal or write-off

Equity securities without readily determinable fair values, net

the years ended December 31, 2022, and 2021, the Company recognized an impairment loss of other investments of $ 4,208,029 and $ 5,349,600 ,

respectively.

2022, one of the investments in equity securities without readily determinable fair values was partially forfeited by $ 1,650 , two of

the investments were written off in aggregate by $ 7,000 and one of the investments was sold at cost for $ 400 .

of other investments during 2022

Wealth Academy Inc.

February 21, 2022, our subsidiary, Greenpro Venture Capital Limited (“GVCL”) entered into a subscription agreement with ACT

Wealth Academy Inc., a Nevada corporation, which provides training, seminars, and events in the academic fields (“ACT Wealth”).

Pursuant to the agreement, GVCL acquired 6,000,000 shares of common stock of ACT Wealth at a price of $ 600 or $ 0.0001 per share.

of December 31, 2022, the Company recorded the investment in ACT Wealth at a historical cost of $ 600 under other investments.

Biotech Corp.

April 1, 2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in provision

of health management and biotechnology services (“REBLOOD”).

Pursuant to the agreement, GVCL acquired 1,000,000 shares of

common stock of REBLOOD at a price of $ 100 or $ 0.0001 per share.

of December 31, 2022, the Company recorded the investment in REDBLOOD at a historical cost of $ 100 under other investments.

Technology Corp.

June 9, 2022, GVCL entered into a subscription agreement with Best2bid Technology Corp., a Nevada corporation, which provides an online

bidding cum e-commerce platform enabling participants to auction or sell their merchandise to bidders (“Best2bid”).

to the agreement, GVCL acquired 5,500,000 shares of common stock of Best2bid at a price of $ 550 or $ 0.0001 per share.

of December 31, 2022, the Company recorded the investment in Best2Bid at a historical cost of $ 550 under other investments.

write-off, or disposal of other investments during 2022

ATP Corporation

April 14, 2017, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) acquired 17,500,000 shares of common

stock of Agape ATP Corporation, a Nevada corporation (“Agape”), par value of $ 0.0001 per share, for $ 1,750 .

Agape is principally

engaged in provision of health and wellness products and advisory services to clients in Malaysia.

As of December 31, 2021, GVCL holds

approximately 5 % of the total outstanding shares of Agape and recognized the investment at historical cost of $ 1,750 under other investments.

January 21, 2022, GVCL entered into a forfeiture agreement with Agape.

Pursuant to the agreement, GVCL agreed to transfer 16,500,000

shares out of its total invested 17,500,000 shares of common stock of Agape to Agape for nil consideration.

As a result, GVCL holds approximately

1 % of the total outstanding shares of Agape and recognized a loss on forfeiture of other investment of $ 1,650 .

of December 31, 2022, GVCL owns 1,000,000 shares of common stock of Agape and recognized our investment in Agape under a historical cost

of $ 100 or $ 0.0001 per share.

The investment was recognized at historical cost of $ 2,800 under other investments.

First Bullion Holdings Inc.:

(b) Write-off

Technology Group Limited

July 13, 2021, GVCL entered into a subscription agreement with 72 Technology Group Limited, a Cayman Islands media corporation based

in China which provides digital marketing services using 5G and 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.

Our investment in 72 Technology

was recognized at historical cost of $ 6,000 under other investments.

2022, 72 Technology decided to discontinue its IPO plan and upon mutual agreement, the IPO service agreement entered between 72 Technology

and the Company was terminated.

consideration of 72 Technology’s discontinuity of IPO plan and dormant status, we decided to write off our investment in 72 Technology.

the year ended December 31, 2022, we recorded a loss from written off of investment of $ 6,000 , and as of December 31, 2022, we had no

investment in 72 Technology.

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”).

to the agreement, GVCL acquired 10,000,000 ordinary shares of Fruita at a price of $ 1,000 or $ 0.0001 per share.

Our investment in Fruita

was recognized at historical cost of $ 1,000 under other investments.

2022, Fruita decided to discontinue its IPO plan and upon mutual agreement, the IPO service agreement entered between Fruita and the

Company was terminated.

consideration of Fruita’s discontinuity of IPO plan and dormant status, we decided to write off our investment in Fruita.

the year ended December 31, 2022, we recorded a loss from written off of investment of $ 1,000 , and as of December 31, 2022, we had no

investment in Fruita.

Technology Inc.

December 29, 2020, GVCL entered into a subscription agreement with Pentaip Technology Inc., a Nevada corporation (“PTI”)

to acquired 4,000,000 shares of common stock of PTI at a price of $ 400 or $ 0.0001 per share, representing 10 % of the issued and outstanding

shares of PTI.

PTI uses artificial intelligence (“AI”) to provide investors and traders with financial data.

Our investment

in PTI was recognized at historical cost of $ 400 under other investments.

December 16, 2022, GVCL agreed with Pentaip’s repurchase request, sold back our 4,000,000 owned PTI shares to PTL at $ 400 .

cash of $ 400 from PTI in exchange for our return of PTI shares.

of December 31, 2022, we had no investment in PTI.

of other investments during 2022

Trust Limited

March 30, 2015, our wholly owned subsidiary, Greenpro Resources Limited, a British Virgin Islands company (“GRBVI”) acquired

300,000 shares, representing approximately 8 % of the issued and outstanding shares of Greenpro Trust Limited, a Hong Kong company (“GTL”),

from its shareholders at a price of HK$ 300,000 (approximately $ 38,710 ) or HK$ 1 per share.

GTL is principally engaged in provision of

trusteeship, custodial and fiduciary services to clients in Hong Kong.

April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belize company (“AUB”) acquired

100,000 shares, representing approximately 3 % of the issued and outstanding shares of GTL for HK$ 100,000 (approximately $ 12,903 ) or HK$ 1

Company indirectly has an aggregate of approximately 11 % interest in GTL with an investment value of $ 51,613 .

Lee and Loke are

common directors of GTL and the Company.

2021, there was no indicator of impairment and hence, our investment value in GTL was $ 51,613 as of December 31, 2021.

of December 31, 2022, the net asset value (“NAV”) of GTL was $ 107,835 and according to the Company’s 11 % interest in

GTL’s NAV, our investment was valued approximately $ 11,981 .

Hence, the Company recorded an impairment loss of $ 39,632 for the year

ended December 31, 2022.

of December 31, 2022, our investment in GTL was revalued at $ 11,981 .

Bullion Holdings, Inc.

October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr.

13 unchanged sentences

partial payment for the option should GVCL elect to exercise the option.

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.

December 11, 2020, the Company issued 68,587 shares of its restricted Common Stock to two designees of Mr.

Tang at $ 14.58 per share to

acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 and issued 25,000 shares of its restricted

Common Stock at $ 364,500 or $ 14.58 per share in partial consideration of the additional 8 % shareholdings of FBHI.

February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8 % of

1 unchanged sentence

February 26, 2021, the Company issued an additional 34,259 shares of its restricted Common Stock to two designees of Mr.

Tang at $ 2.70

per share (valued at approximately $ 925,000 ).

of December 31, 2021, GVCL in aggregate holds 360,000 ordinary shares of FBHI, representing 18 % of the total issued and outstanding shares

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.

Simson Wellness Tech.

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”).

of December 31, 2022, GVCL, the fair value of FBHI was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited

(the “Appraiser”) and according to our 18 % interest in FBHI, our investment was valued approximately $ 246,000 .

The depreciation

of FHBI’s fair value was mainly due to a significant decrease of its revenue.

Hence, the Company recorded an impairment loss of

$ 2,043,500 for the year ended December 31, 2022.

of December 31, 2022, our investment in FBHI was revalued at $ 246,000 .

July 8, 2020, GVCL entered into an acquisition agreement with all the eight shareholders of Ata Plus Sdn.

Bhd., a company incorporated

in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”).

Pursuant to the agreement,

GVCL agreed to acquire 15 % of the issued and outstanding share of APSB for a purchase price of $ 749,992 .

The purchase price was paid

by the Company issuing to the shareholders approximately 45,731 shares of the Company’s restricted Common Stock, 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, $ 16.4

per share, on November 18, 2020.

of December 31, 2021, GVCL holds 15 % of APSB’s issued and outstanding shares of common stock and recognized our investment in APSB

at historical cost of $ 749,992 under other investments.

of December 31, 2022, the fair value of APSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the

“Appraiser”) and according to our 15 % interest in APSB, our investment was valued approximately $ 736,000 .

Hence, the Company

recorded an impairment loss of $ 13,992 for the year ended December 31, 2022.

Business Media Sdn.

November 1, 2020, GVCL entered into an acquisition agreement with Ms.

Lee Yuet Lye and Mr.

Chia Min Kiat, shareholders of New Business

New Business Media Sdn.

is a Malaysia company involved in operating a Chinese media portal, which provides digital

news services focusing on Asian capital markets (“NBMSB”).

NBMSB is one of the biggest Chinese language digital business

news networks in Malaysia and has readers from across Southeast Asia.

to the agreement, both Ms.

Chia have agreed to sell to GVCL an 18 % equity stake in NBMSB in consideration of a new issuance

of 25,759 shares of the Company’s restricted Common Stock, valued at $ 411,120 or $ 15.96 per share.

The consideration was derived

from an agreed valuation of NBMSB of $ 2,284,000 , based on its assets including customers, fixed assets, cash and cash equivalents, liabilities

as of November 1, 2020.

of December 31, 2021, GVCL recognized the investment in NBMSB at historical cost of $ 411,120 under other investments.

of December 31, 2022, the fair value of NBMSB was appraised by an independent appraiser, Ravia Global Appraisal Advisory Limited (the

“Appraiser”) and according to our 18 % interest in NBMSB, our investment was valued approximately $ 82,000 .

The depreciation

of NBMSB’s fair value was mainly due to its significant drop of revenue.

Hence, the Company recorded an impairment loss of $ 329,120

for the year ended December 31, 2022.

of December 31, 2022, our investment in NBMSB was revalued at $ 82,000 .

Air Race Company Limited

December 21, 2020, GVCL entered into a subscription agreement with Adventure Air Race Company Limited, a company incorporated in Nevada,

is principally engaged in promoting and managing an air race series (“AARC”).

Pursuant to the agreement, GVCL acquired 2,000,000

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.

Innovest Energy Fund:

shares of common stock of AARC at a price of $ 200 or $ 0.0001 per share.

December 22, 2020, GVCL entered another subscription agreement with AARC to acquire an additional 996,740 shares of common stock of AARC

at a price of $ 249,185 or $ 0.25 per share.

of December 31, 2021, GVCL, in aggregate, holds approximately 4 % of the issued and outstanding shares of AARC and recognized the investment

in AARC at historical cost of $ 249,385 under other investments.

of December 31, 2022, GVCL holds approximately 4 % interest of AARC.

The Company made a provision of impairment of $ 249,385 for our investment

in AARC for the year ended December 31, 2022, and impaired our investment in AARC to nil as of December 31, 2022.

The provision of full

impairment was due to AARC’s failure in provision of its updated financial condition and performance for evaluation.

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.

with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands, is principally engaged in developing a multi-faceted

suite of products and services for the crypto currency 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 300,000 shares of the Company’s restricted Common

Stock, valued at $ 7,206,000 to the Fund.

April 7, 2021, the Company issued 300,000 shares of its restricted Common Stock to the Fund and issued 6,000 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.

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.

Jocom Holdings Corp.:

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

shares of common stock of Jocom at a price

The investment was recognized at historical

cost of $ 150

under other investments.

72 Technology Group Limited:

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.

Ata Global Inc.:

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.

catTHIS Holdings Corp.:

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”).

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.

Fruita Bio Limited:

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”).

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.

of other investments

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.

Common Stock to a designee of the Fund as a subscription fee of $ 144,120 ($ 24.02 per share) associated with the Fund.

December 31, 2021, GRL determined that the value of its investment in the Fund based on the closing stock price of the Company’s

Common Stock was impaired.

Hence, an impairment loss of $ 5,349,600 was recorded for the year ended December 31, 2021, and the investment

in the Fund was revalued at $ 1,856,400 as of December 31, 2021.

December 31, 2022, GRL made a further impairment of $ 1,532,400 and revalued the investment in the Fund at $ 324,000 based on the closing

stock price of our Common Stock as of December 31, 2022.

7 - INTANGIBLE ASSETS AND GOODWILL

OF INTANGIBLE ASSETS

agency license

SCHEDULE OF INTANGIBLE ASSETS

Intangible assets

As of December 31,

Intangible assets

Customer lists

Insurance agency license

Total intangible assets, gross

Accumulated amortization

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.

Accumulated amortization, beginning of year

Amortization for the year

Effect of changes in exchange rate

amortization, end of year

Intangible assets, net

of December 31, 2022, our intangible assets totaled $ 480,785 and included $ 7,253 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.

December 31, 2022, the customer lists from Ace and the insurance agency license from Sparkle had been fully amortized.

5 unchanged sentences

for each year following December 31, 2022, is as follows:

OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

ending December 31:

SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

Year ending December 31,

2025 and thereafter

of December 31, 2022, the accumulated amortization of intangible assets was $ 478,885 , and the net value of intangible assets was $ 1,900 .

2021, goodwill was increased by $ 26,082 due to the acquisition of Greenpro Capital Village Sdn.

(“GCVSB”), and as of

December 31, 2021, the value of goodwill of $ 345,808 was recorded.

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.

is not amortized but tested for impairment annually.

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.

Company’s goodwill consisted of $ 319,726 from its acquisition of Falcon Secretaries Limited (“FASL”, renamed to Falcon

Accounting & Secretaries Limited on February 25, 2020) in 2015 and $ 26,082 from its acquisition of Greenpro Capital Village Sdn.

(“GCVSB”) in 2021, respectively.

As a result, the Company’s goodwill totaled $ 345,808 .

is not amortized but tested for any indicator of impairment annually.

2022, the Company conducted the annual impairment test and concluded that there was no indicator of impairment for the goodwill derived

from the acquisition of GCVSB, as the net asset value (“NAV”) of GCVSB was greater than the value of the goodwill as of December

2022, the Company conducted another impairment test and concluded that there was an indicator of impairment for the goodwill derived

from the acquisition of FASL, as the NAV of FASL is lesser than the value of the goodwill as of December 31, 2022.

Therefore, an impairment

loss of $ 263,247 was made and the goodwill was revalued at $ 56,479 .

of December 31, 2022, the value of Company’s goodwill was $ 82,561 .

8 - OPERATING LEASES

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.

of December 31, 2022, the Company has three separate operating lease agreements for one office space in Hong Kong with a term of two

years, one office space in Kuala Lumpur and another office space in Labuan both with a term of one year, respectively.

Other than these

three separate leases, the Company does not have 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.

lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease

9 unchanged sentences

components of operating lease cost and supplemental cash flow information related to leases are as follows:

OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

December 31, 2021

lease cost (included in general and administrative expenses in the Company’s statement of operations for measurement of lease

paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2021

average remaining lease term – operating leases (in years)

discount rate – operating leases

SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31,

Operating lease cost (included in general and administrative expenses in the Company’s statement of operations for measurement of lease liabilities)

Other Information

Cash paid for amounts included in the measurement of lease liabilities

Weighted average remaining lease term – operating leases (in years)

Average discount rate – operating leases

supplemental balance sheet information related to leases is as follows:

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

December 31,2021

December 31, 2020

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

Non-current assets

Right-of-use assets

Current liabilities

Operating lease liabilities

Operating lease liabilities, current

Non-current liabilities

Operating lease liabilities

Operating lease liabilities, non-current

of the Company’s lease liabilities is as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Lease liabilities

of the Company’s lease liabilities are as follows:

OF MATURITIES OF LEASE LIABILITIES

Ended December 31,

lease payments

Year Ended December 31,

Total lease payments

Imputed interest

value of lease liabilities

Present value of lease liabilities

the years ended December 31, 2022, and 2021, the Company’s total lease expenses were $ 112,904 and $ 179,101 , respectively.

9 - DERIVATIVE LIABILITIES

OF DERIVATIVE LIABILITIES

value of warrants

value of options associated with convertible promissory notes

SCHEDULE OF DERIVATIVE LIABILITIES

As of December 31,

Fair value of warrants

June 12, 2018, warrants exercisable into 53,556 shares of the Company’s Common Stock were issued as placement agent fees related

1 unchanged sentence

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

The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement

of operations.

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.

July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of

Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the

exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock

Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares

to 5,356 (post-split) shares (see Note 11).

activity including the number of shares and the exercise price per share has been adjusted for all periods presented in this Annual Report

to reflect the Reverse Stock Split effected on July 28, 2022, on a retroactive basis.

derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions:

OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS

interest rate

life (in years)

dividend yield

Value of warrants

SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS

As of December 31,

Risk-free interest rate

Expected volatility

Expected life (in years)

Expected dividend yield

Fair value of warrants

risk-free interest rate is based on the yield available on U.S.

3 unchanged sentences

The expected life of the warrants is based on the expiration date of the warrants.

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

debt early redemption options

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).

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.

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 .

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.

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 .

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 .

of December 31, 2021, all convertible notes issued by the Company during October 2020 to February 2021, had been repaid.

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.

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

value of underlying stock

term (in years)

price volatility

dividend yield

value of options

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).

11 - LOANS SECURED BY REAL ESTATE

OF LONG TERM BANK LOANS

Standard Chartered Saadiq Berhad, Malaysia

United Overseas Bank (Malaysia) Berhad

Bank of China Limited, Shenzhen, PRC

Current portion

secured by real estate, net of current portion

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.

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

The mortgage loan is secured by the first legal charge over the property.

On August 9, 2021, the Company had repaid the loan

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

The current interest rate of the loan

is 6.125 % per annum.

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.

12 - CONVERTIBLE NOTES PAYABLE, NET

Notes issued in October 2020:

Note Financing with Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd.

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 .

Conversion and Early Redemption Options

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).

Investors have an option to redeem the notes prior to their contractual maturity (put option) but not before 6 months since the issuance

If the put option is exercised, Investors’ monthly redemption amounts including principal and face interest are capped at

In case of early redemption, the Company has an option to settle its obligation in cash or, if certain conditions are met,

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.

Investors have an option to demand the repayment of debt upon default, as defined in the terms of the notes.

Early Redemption Option

Company has an option to prepay the notes ahead of contractual maturity at 120 % of the outstanding balance of the note.

Company assessed the Investors’ conversion option for the scope exception for contracts involving a reporting entity’s own

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.

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 .

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

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).

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.

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

value of convertible notes

related to debt issuance costs

related to beneficial conversion feature

related to put options

carrying value of convertible notes payable

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.

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 .

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).

Note issued in January 2021:

Note Financing with Streeterville Capital, LLC

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.

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 .

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;

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

(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

(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).

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

value of convertible note

related to debt issuance costs

related to beneficial conversion feature

( 1,410,000 )

carrying value of convertible note payable

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.

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).

Note issued in February 2021:

Note Financing with Streeterville Capital, LLC

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.

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.

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 .

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.

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 %.

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).

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

value of convertible note

related to debt issuance costs

related to conversion option

( 3,800,000 )

carrying value of convertible notes payable

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 %).

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

value of convertible note

interest from February 11 to February 25, 2021

Balance (before additional 25 %)

value of convertible note

25 % to Outstanding Balance due to non-fulfillment of use of proceeds requirements

Balance (after additional 25 %)

related to debt issuance costs

related to conversion option

( 3,737,248 )

related to beneficial conversion feature

( 1,065,380 )

carrying value of convertible notes payable

Company amortized debt discount associated with the derivative liability using the straight-line method.

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 .

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.

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 .

of December 31, 2021, all convertible notes issued by the Company during October 2020 to February 2021, had been repaid.

of convertible debt’s interest expense is as follows:

SUMMARY OF CONVERTIBLE DEBT'S INTEREST EXPENSE

of discount on convertible notes

of debt issuance costs

expense associated with conversion of notes

expense associated with accretion of convertible notes payable

expense due to non-fulfillment of use of proceeds requirements

charge for early redemption

convertible promissory notes were classified as short-term due to lender’s earlier redemption or put option.

December 31, 2021 and 2020, carrying values of the short-term convertible notes are as follows:

OF CARRYING VALUE OF SHORT-TERM CONVERTIBLE NOTES

value of convertible notes

25% to Outstanding Balance due to non-fulfillment of use of proceeds requirements

related to debt issuance costs

related to beneficial conversion feature

( 1,896,160 )

related to put options

related to conversion option

notes payable, net of discounts

interest during the year

by cash or converted to shares

( 8,966,488 )

value of convertible notes payable

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.

and costs of the convertible promissory notes issued during the year ended December 31, 2021 and 2020, are as follows:

OF CONVERTIBLE PROMISSORY NOTES

December 31, 2021

December 31, 2020

Principal Amount

Original issue discount (OID)

Transaction Expense Amount

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.

the year ended December 31, 2022, the Company recognized a gain of $ 9,934 associated with the revaluation of above derivative liability.

10 - STOCKHOLDERS’ EQUITY

8 unchanged sentences

preferred stock are to be determined by the Board of Directors before the issuance of any shares of preferred stock in such series.

issued for acquisitions in 2021 and 2020

stock split in 2022

July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of

Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically

converted into one outstanding share of Common Stock.

Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership

The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares

of Common Stock remained the same after the Reverse Stock Split.

the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded

at par value has been reclassified to additional paid-in-capital on a retroactive basis.

All references to shares of Common Stock and

per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to

reflect the Reverse Stock Split on a retroactive basis.

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

set forth the information for the Company’s issuance of Common Stock during 2021:

issued for acquisitions

February 26, 2021, the Company issued 34,259 shares of its restricted Common Stock at $ 27 per share to two designees of the shareholder

8 unchanged sentences

$ 8.7 per share.

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.

November 18, 2020, the Company acquired 15 % of the issued and outstanding share of Ata Plus Sdn.

(“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 .

November 30, 2020, the Company acquired an 18 % equity interest in New Business Media Sdn.

(“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 .

December 11, 2020, the Company acquired 10 % of the issued and outstanding shares of First Bullion Holdings Inc.

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.

issued from conversion of promissory notes in 2021

issued from conversion of promissory notes

April 16, 2021, the Company issued 70,474 shares of its restricted Common Stock to Streeterville Capital, LLC (“Streeterville”)

11 unchanged sentences

of the Company’s Common Stock was $ 9.3 per share, or at a total value of $ 261,793 , on July 26, 2021.

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 .

August 5, 2021, the Company issued 56,299 shares of its restricted Common Stock to Streeterville at a conversion price of $ 6.21675 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 $ 8.697 per share, or at a total value of $ 489,637 , on August 5, 2021.

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 .

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

August 12, 2021, the Company issued 64,342 shares of its restricted Common Stock to Streeterville at a conversion price of $ 6.21675 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 $ 8.101 per share, or at a total value of $ 521,237 , on August 12, 2021.

August 20, 2021, the Company issued 337,500 shares of its restricted Common Stock to Streeterville at a conversion price of $ 6.21675

10 unchanged sentences

price of the Company’s Common Stock was $ 9.573 per share, or at a total value of $ 1,029,097 , on August 31, 2021.

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 .

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

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.

issued for expenses in 2021 and 2020

October 6, 2021, the Company issued 22,730 shares of its restricted Common Stock to Streeterville at a conversion price of $ 4.3995 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 $ 6.761 per share, or at a total value of $ 153,676 , on October 6, 2021.

October 8, 2021, the Company issued 104,273 shares of its restricted Common Stock to Streeterville at a conversion price of $ 4.3995 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 $ 6.811 per share, or at a total value of $ 710,200 , on

October 8, 2021.

issued for expenses

April 7, 2021, the Company issued 6,000 shares of its restricted Common Stock to a designee of the Innovest Energy Fund (the “Fund”)

3 unchanged sentences

Dennis Burns.

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”).

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.

issued for cash in 2020

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 .

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 .

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 .

11 – WARRANTS

2018, the Company issued warrants exercisable into 53,556 shares of Common Stock at an exercise price of $ 7.20 per share and will expire

in June 2023.

The warrants were fully vested when issued.

July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of

Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the

exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock

Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares

to 5,356 (post-split) shares (see Note 9) and the exercise price of the warrants was adjusted from $ 7.2 (pre-split) per share to $ 72

(post-split) per share.

activity including the number of shares and the exercise price per share has been adjusted for all periods presented in this Annual Report

to reflect the Reverse Stock Split effected on July 28, 2022, on a retroactive basis.

summary of warrants to purchase Common Stock issued during the years ended December 31, 2022, and 2021 is as follows:

SUMMARY OF WARRANTS ACTIVITY

outstanding at January 1, 2020

Exercise Price

Balance outstanding as of January 1, 2021

Expired/Cancelled

outstanding at December 31, 2020

Balance outstanding as of December 31, 2021

Expired/Cancelled

outstanding and exercisable at December 31, 2021

December 31, 2021 and 2020, the 53,556 outstanding stock warrants had no intrinsic value.

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

Balance outstanding and exercisable as of December 31, 2022

of December 31, 2022, and 2021, there were 5,356 stock warrants outstanding with no intrinsic value.

12 - INCOME TAXES

for income taxes consisted of the following:

OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

the years ended December 31,

SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

For the years ended December 31,

summary of United States and foreign loss before income taxes was comprised of the following:

OF LOSS BEFORE INCOME TAXES

the years ended December 31,

jurisdictions from:

SCHEDULE OF LOSS BEFORE INCOME TAXES

For the years ended December 31,

Tax jurisdictions from:

– United States

2 unchanged sentences

– Foreign, representing:

(primarily nontaxable jurisdictions)

Other (primarily nontaxable jurisdictions)

( 5,709,344 )

before income taxes

( 5,717,973 )

Loss before income taxes

$ ( 6,259,832 )

$ ( 14,358,292 )

and Statutory Rate Reconciliation

1 unchanged sentence

tax rate as a percentage of income from continuing operations before taxes:

OF EFFECTIVE INCOME TAX RATE

the years ended

of goodwill, intangible assets and investments

in income tax valuation allowance

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:

significant components of deferred taxes of the Company are as follows (in thousands):

OF COMPONENTS OF DEFERRED TAX ASSETS

SCHEDULE OF EFFECTIVE INCOME TAX RATE

For the years ended

Statutory tax rate

Impairment of goodwill, intangible assets, and investments

Change in income tax valuation allowance

Effective tax rate

effective tax rate in the years 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 years presented, the Company has several subsidiaries that operate in different countries and are subject

to tax in the jurisdictions in which its subsidiaries operate, as follows:

significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand):

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

As of December 31,

of goodwill, intangible assets, and investments

1 unchanged sentence

receivable allowance

operating loss carryforwards

operating loss (NOL) carryforwards:

United States of America

operating loss carryforwards

Gross deferred tax assets

deferred tax assets

valuation allowance

( 5,804,000 )

( 5,036,000 )

deferred tax assets

4 unchanged sentences

deferred tax asset (liability)

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

Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future.

the Company provided for a full valuation allowance against its deferred tax assets of $ 5,197,000 as of December 31, 2022.

the year ended December 31, 2022, the valuation allowance increased by $ 145,000 , was primarily related to losses carryforward from various

States of America

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

the years ended December 31, 2022, and 2021, the operations in the United States of America incurred a net operating loss (NOL) of $ 728,000

and $ 8,056,000 , respectively.

of December 31, 2022, the cumulative net operating losses (NOLs) were $ 18,659,000 which can be carried forward to offset future taxable

The NOL carryforwards begin to expire in 2037, if unutilized.

1 unchanged sentence

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 year ended December 31, 2022, the subsidiaries in Hong Kong incurred the aggregate of a net operating income (NOI) of $ 73,000 and

for the year ended December 31, 2021, the subsidiaries in Hong Kong incurred the aggregate of a net operating loss (NOL) of $ 347,000 .

of December 31, 2022, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong

were $ 3,055,000 .

The cumulative NOLs can be carried forward indefinitely to offset future taxable income.

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.

the year ended December 31, 2022, the subsidiaries in the PRC recorded the aggregate of a net operating income (NOI) of $ 248,000 , while

for the year ended December 31, 2021, the subsidiaries in the PRC recorded the aggregate of a net operating loss (NOL) of $ 61,000 .

of December 31, 2022, the subsidiaries operating in the PRC had incurred the aggregate amount of cumulative net operating losses (NOLs)

of $ 2,229,000 which can be carried forward to offset future taxable income.

The NOL carryforwards begin to expire in 2023, if unutilized.

Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a progressive income tax rate starting

on their assessable income for the tax year.

from 17 % on their assessable income for the tax year.

the years ended December 31, 2022, and 2021, the subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 101,000

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.

and $ 176,000 , respectively.

of December 31, 2022, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,084,000

which can be carried forward indefinitely to offset taxable income in future.

Company’s subsidiary operating in Labuan are subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting

from 3 % on their assessable income for the tax year.

the year ended December 31, 2022, the subsidiary in Labuan incurred the aggregate of a net operating loss (NOL) of $ 43,000 .

of December 31, 2022, the operations in Labuan had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 43,000

which can be carried forward indefinitely to offset taxable income in future.

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.

Company’s net operating loss carryforwards as the Company believes it is more likely than not that these deferred tax assets will

not be fully realized in the future.

13 - RELATED PARTY TRANSACTIONS

OF DUE FROM RELATED PARTIES

from related parties:

receivable, net

from related party B (net of allowance of $ 41 and $ 8,025 as of December 31, 2021 and 2020, respectively)

SCHEDULE OF DUE FROM RELATED PARTIES

Accounts receivable from related parties:

from related parties

from related party B

from related party D

from related party G

from related party H

December 31, 2022

December 31, 2021

Accounts receivable, net

- Related party B (net of allowance of $ 1,750 and $ 41 as of December 31, 2022, and 2021, respectively)

- Related party K (net of allowance of $ 2 as of December 31, 2022)

to a related party:

Related party B

Due from related parties:

The amounts due

from related parties are interest-free, unsecured and have no fixed terms of repayment.

OF DUE TO RELATED PARTIES

to related parties:

to related party A

to related party B

to related party G

to related party I

to related party J

to related party K

The amounts due

to related parties are interest-free, unsecured and have no fixed terms of repayment.

OF INCOME FROM OR EXPENSES TO RELATED PARTIES

the years ended

from or expenses to related parties:

revenue from related parties

December 31, 2022

December 31, 2021

Due from related parties

- Related party B

- Related party D

- Related party G

- Related party H

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, 2022

December 31, 2021

Due to related parties

- Related party A

- Related party B

- Related party G

- Related party I

- Related party J

- Related party K

Due to related parties

amounts due to related parties are interest-free, unsecured and repayable on demand.

SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES

Income from or expenses to related parties:

For the years ended

Income from or expenses to related parties:

Service revenue from related parties

- Related party A

- Related party B

- Related party C

3 unchanged sentences

- Related party I

revenue from related parties

of service revenue to related parties

Related party B

Cost of service, related parties

and administrative expenses to related parties

- Related party K

Service revenue from related parties

General and administrative expenses to related parties

- Related party A

1 unchanged sentence

- Related party D

Related party G

General and administrative expense, related parties

income from related parties

- Related party I

- Related party K

General and administrative expenses to related parties

Other income from related parties

- Related party B

Other income from related party

expenses to related parties

- Related party D

Other income from related parties

Other expenses-impairment of related parties

- Related party B

Other expense from related party

- Related party D

Other expenses-impairment of related parties

party A is under common control of Mr.

10 unchanged sentences

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 .

On December 31, 2022, and 2021,

amounts due from related party H are unsecured, bear no interest, and are payable upon demand.

During 2018, the Company acquired approximately

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 .

party I is controlled by a family member of Mr.

10 unchanged sentences

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;

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.

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

and procurement, manufacturing,

and distribution processes.

The Company operates two reportable business segments:

business – provision of corporate advisory and business solution services

estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia

Company had no inter-segment sales for the periods presented.

Company had no inter-segment sales for the years presented.

Summarized financial information concerning the Company’s reportable

1 unchanged sentence

By Categories

OF SUMMARIZED FINANCIAL INFORMATION

the year ended December 31, 2021

estate business

of write-off notes

and amortization

on extinguishment of notes

income (loss)

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

For the year ended December 31, 2022

Real estate business

Service business

Cost of revenues

( 1,023,503 )

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of goodwill

Impairment of other receivable

Impairment of investments

( 4,208,029 )

expenditures for long-lived assets

the year ended December 31, 2020

estate business

and amortization

income (loss)

Net income (loss)

( 5,863,020 )

( 6,262,188 )

Capital expenditures for long-lived assets

For the year ended December 31, 2021

Real estate business

Service business

Cost of revenues

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of investment

( 5,349,600 )

expenditures for long-lived assets

( 5,349,600 )

Loss on extinguishment of notes

( 3,521,263 )

Net income (loss)

( 6,345,701 )

( 7,982,839 )

( 14,363,232 )

Capital expenditures for long-lived assets

By Geography*

the year ended December 31, 2021

Reversal of write-off notes

and amortization

For the year ended December 31, 2022

Cost of revenues

( 1,023,503 )

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of goodwill

Impairment of other receivable

Impairment of investments

( 4,208,029 )

on extinguishment of notes

income (loss)

Net income (loss)

( 6,329,749 )

( 6,262,188 )

expenditures for long-lived assets

Capital expenditures for long-lived assets

the year ended December 31, 2021

of write-off notes receivable

and amortization

of investment

on extinguishment of notes

income (loss)

( 3,141,075 )

( 3,752,953 )

expenditures for long-lived assets

1 unchanged sentence

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 9A. Controls and Procedures