What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-28 compared with 2023-03-31 · 176 added, 152 removed, 157 unchanged (68% of the section changed)

12 unchanged sentences

cross-border business solutions and accounting outsourcing services to small and medium-size businesses located in Asia, with an initial

focus on Hong Kong, Malaysia and China.

focus on Hong Kong, China and Malaysia.

Greenpro provides a range of services as a package solution (the “Package Solution”)

4 unchanged sentences

the investment opportunities in selected start-up and high growth companies, which may generate significant returns to the Company.

venture capital business focuses on companies located in South-East Asia and East Asia, including Hong Kong, Malaysia, China, Thailand,

venture capital business focuses on companies located in South-East Asia and East Asia, including Hong Kong, China, Malaysia, Thailand,

and Singapore.

5 unchanged sentences

We derived revenues

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

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

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

5 unchanged sentences

COST OF REVENUES:

Cost of service revenue

Cost of service revenue (including $23,280 and $0 of cost-of-service revenue to related party for the years ended December 31, 2023, and 2022, respectively)

Cost of rental revenue

9 unchanged sentences

revenue was $3,477,664 and $3,673,997 for the years ended December 31, 2023, and 2022, respectively.

The increase of $724,217 was primarily

due to the sale of three real estate property units.

decrease of revenue was mainly due to the sale of three units of real estate properties for $840,036 during the year ended December 31,

2022, but no real estate property was sold during 2023.

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

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

improve in the following years.

Business Revenue

10 unchanged sentences

of Properties

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

No revenue was

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

the year ended December 31, 2023, there was no revenue generated from the sale of real estate properties.

We generated revenue of $840,036

from the sale of three property units in Hong Kong for the year ended December 31, 2022.

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

5 unchanged sentences

from operations was $1,503,178 and $1,518,503 for the years ended December 31, 2023, and 2022, respectively.

The decrease in loss from

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

A decrease in loss from

operations was mainly due to an increase in gross profit from our business services of $523,242, offset by a decreased amount of $266,693

from the gross profit of the sale of real estate properties.

of Service Revenue

13 unchanged sentences

and Administrative Expenses

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

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

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

and administrative (“G&A”) expenses were $4,409,264 and $4,168,997 for the years ended December 31, 2023, and 2022,

respectively.

In 2023, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,409,361,

directors’ salaries and compensation of $702,685, advertising and marketing of $189,536, consulting fee of $163,783, provision

for credit losses of $584,919, rent and rates of $114,401, and audit, legal, and other professional fees of $497,919.

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

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

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

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

acquisitions, explore and expand businesses into new jurisdictions.

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

business acquisitions, explore and expand businesses into new jurisdictions.

Income or Expenses

other expenses were $4,741,329 and $11,603,608 for the years ended December 31, 2022, and 2021, respectively.

In 2022, other expenses

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

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

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

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

LLC, and Granite Global Value Investments Ltd.

(collectively, the “Investors”), respectively.

The Company issued another

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

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

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

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

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

for early redemption of $235,536.

other income was $2,559,706 for the year ended December 31, 2023, while net other expense was $4,741,329 for the years ended December

In 2023, other income mainly consisted of reversal of impairment of other investment of $6,882,000, reversal of write-off notes

receivable of $600,000 and interest income of $41,401, while other expenses mainly consisted of impairment of other investments of $4,982,000

and impairment of other receivable of $60,000.

In 2022, other expenses included impairment of goodwill of $263,247, impairment

of other receivable of $606,250 and impairment of other investments of $4,208,029, while other income mainly consisted of reversal of

write-off notes receivable of $200,000.

to Noncontrolling Interests

4 unchanged sentences

properties in Hong Kong.

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

Company recorded net loss attributable to noncontrolling interests of $23,886 for the year ended December 31, 2023, and net income attributable

to noncontrolling interests of $88,684 for the year ended December 31, 2022.

In 2022, net income attributable to noncontrolling interests

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

In 2021, net loss

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

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

The decrease in net loss in 2022 was

mainly due to extinguishment of convertible notes during 2021.

Hence, no interest expense and loss on extinguishment associated with

the convertible notes was incurred in 2022.

In 2023, net loss attributable to noncontrolling interests

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

In 2022, net income

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

noncontrolling interests.

Income (Loss)

income was $1,049,699 for the year ended December 31, 2023, while net loss was $6,262,188 for the year ended December 31, 2022.

income generated in 2023 was mainly due to an increase in service revenue and reversal of impairment of other investment,

respectively.

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

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

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

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

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

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

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

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

December 31, 2023, the future minimum rental payments under this lease in the aggregate is approximately $117,519 and is due as follows:

$97,583 and 2025:

$19,936, respectively.

June 2023, one of our subsidiaries in Malaysia purchased a motor vehicle and the majority amount of the purchase, $18,957 was funded

by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023, to June 2, 2028.

As of December

31, 2023, the future minimum lease payments under this lease in the aggregate is approximately $19,828 and is due as follows:

$4,490, and 2026 and thereafter:

Party Transactions

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

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 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, 2023, and 2022, related party service revenue totaled $1,425,577 and $665,203, respectively.

During 2023, related party service revenue principally includes service

revenue generated from Angkasa-X Holdings Corp.

of $354,116, catTHIS Holdings Corp.

of $326,195, Leader Capital Holdings Corp.

Simson Wellness Tech.

of $191,218 and Hypercube Inc.

of $140,000, in aggregate representing approximately 89% of the related party

service revenue and 38% of the service revenue for the year ended December 31, 2023.

During 2022, related party service revenue

principally includes service revenue generated from

Jocom Holdings Corp.

of $320,000 and Falcon Certified Public Accountants Limited of $142,049, in aggregate representing approximately

69% of the related party service revenue and 17% of service revenue for the year ended December 31, 2022, respectively.

the years ended December 31, 2023, and 2022, cost of service revenue to related party, SEATech Ventures Corp.

was $23,280 and $0, respectively.

the years ended December 31, 2023, and 2022, related party expenses in general and administrative totaled $122,880 and $193,802, respectively.

During 2023, related party general

and administrative expenses include computer expenses paid to First Bullion Holdings Inc.

of $21,780, consulting fees paid to Ms.

Pei Ling, spouse of our Chief Executive Officer, Mr.

Lee Chong Kuang, of $37,799 and her wholly owned company, Bright Interlink Sdn.

of $15,762, management fees paid to Greenpro Global Capital Village Sdn.

of $44,475 and marketing expenses paid to catTHIS Holdings

During 2022, related party

general and administrative expenses principally include consulting fees paid to Ms.

Yap Pei Ling of $42,895 and her wholly owned company,

Bright Interlink Sdn.

of $16,334 and marketing expenses paid to SEATech Ventures Corp.

of other receivable from related parties, Greenpro KSP Holding Group Company Limited was $60,000 and Greenpro Titan Capital Limited

was $606,250 for the years ended December 31, 2023, and 2022 respectively.

of related party investments was $4,982,000 and $4,208,029 for the years ended December 31, 2023, and 2022, respectively.

During 2023, impairment of related

party investments includes impairment from investment of Millennium Fine Art Inc.

of $4,000,000, Ata Plus Sdn.

of $736,000 and First

Bullion Holdings Inc.

of $246,000, respectively.

During 2022, the impairment of related party investments includes impairment

from investment of First Bullion Holdings Inc.

of $2,043,500, Innovest Energy Fund of $1,532,400, New Business Media Sdn.

Adventure Air Race Company Limited of $249,385, Greenpro Trust Limited of $39,632 and Ata Plus Sdn.

of $13,992, respectively.

reversal of impairment of related party investment, Innovest Energy Fund was $6,882,000 and $0 for the years ended December 31, 2023, and 2022, respectively.

the years ended December 31, 2023, and 2022, related party other income was $47,609 and $5,850, respectively.

During 2023, the related party

other income includes other income generated from Acorn Finance Limited of $8,862, Greenpro Trust Limited of $5,747 and SEATech Ventures

of $33,000, respectively.

During 2022, the related party other income principally includes other

income generated from Acorn Finance Limited of $4,494.

accounts receivable from related parties was $0 and $129,292 as of December 31, 2023, and 2022, respectively.

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

As of December 31, 2022, the net accounts receivable from related parties

was principally from Jocom Holdings Corp.

of $96,000 and Simson Wellness Tech.

of $33,250, respectively.

to related party, First Bullion Holdings Inc.

was $0 and $80,000 as of December 31, 2023, and 2022, respectively.

due from related parties were $750,860 and $265,772 as of December 31, 2023, and 2022, respectively.

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

Amounts due to related parties were

$389,274 and $448,251 as of December 31, 2023, and 2022, respectively.

As of December 31, 2023, amounts

due from related parties mainly include the amount due from Greenpro Global Capital Village Sdn.

of $723,889, while amounts due to

related parties mainly include the amount due to the noncontrolling interests of our 60% ownership subsidiary, Forward Win International

Limited of $336,636.

As of December 31, 2022, amounts due from related parties mainly include

the amount due from Greenpro Global Capital Village Sdn.

of $200,000 and the amount due from Greenpro KSP Holding Group Company Limited

of $60,000, while the amounts due to related parties mainly include the amount due to our noncontrolling interests in Forward Win International

Limited of $390,333 and the amount due to Falcon Certified Public Accountants Limited of $47,135, respectively.

costs of revenue to related party were $0 and $11,640 as of December 31, 2023, and 2022, respectively while deferred revenue from related

parties was $157,500 and $849,400 as of December 31, 2023, and 2022, respectively.

As of December 31, 2022, deferred

costs of revenue to related party were $11,640 associated with SEATech Ventures Corp.

As of December 31, 2023, deferred

revenue from related parties includes Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

of $60,000 and Celmonze Wellness Corporation

of $81,700, respectively.

As of December 31, 2022, deferred revenue from related parties includes

Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

of $60,000, Angkasa-X Holdings Corp.

of $116,400, Leader Capital Holdings Corp.

$100,000, catTHIS Holdings Corp.

of $224,000, Simson Wellness Tech.

of $193,200 and Hypercube Inc.

of December 31, 2023, and 2022, other investments in related parties were $100,106 and $5,406,106, respectively.

As of December 31, 2023, related

party investments mainly include New Business Media Sdn.

of $82,000 and Greenpro Trust Limited of $11,981.

As of December 31, 2022, related party investments mainly include New Business Media Sdn.

of $82,000, Greenpro Trust Limited of $11,981, Millennium Fine Art Inc.

of $4,000,000, Ata Plus Sdn.

of $736,000, Innovest Energy

Fund of $324,000 and First Bullion Holdings Inc.

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

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Significant accounting estimates include certain

assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other

assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other

long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities.

10 unchanged sentences

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

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

revenue from the rental of real estate properties and revenue from the sale of real estate properties.

of long-lived assets

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

In accordance

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

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

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

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.

If the total of the expected undiscounted

future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and

carrying amount of the asset.

accounting pronouncements

1 unchanged sentence

and Capital Resources

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

cash balance on December 31, 2023, was $2,223,197, as compared to $3,911,535 on December 31, 2022, a decreased of $1,688,338.

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

2 unchanged sentences

During the year ended December 31, 2023, the Company

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

These factors raise substantial doubt about the Company’s

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

In addition, the Company’s

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

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

The financial statements do not include any adjustments

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

recorded a net cash used in operations of $1,594,718, and as of December 31, 2023, the Company incurred accumulated deficit of $36,549,095.

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

the financial statements are issued.

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

the Company’s financial statements on December 31, 2023, has expressed substantial doubt about the Company’s ability to continue

as a going concern.

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

as a going concern.

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

8 unchanged sentences

cash used in operating activities was $1,594,718 and $2,402,769 for the years ended December 31, 2023, and 2022, respectively.

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

cash used in operating activities in 2023 was mainly from net income for the year of $1,049,699, impairment of other investments of

$4,982,000, impairment of other receivable of $60,000 and provision for credit losses of $584,919 and offset by reversal of

impairment of other investment of $6,882,000 and reversal of write-off notes receivable of $600,000, while cash used in operating

activities in 2022 was mainly from net loss for the year of $6,262,188, gain on sale of real estate held for sale of $266,693,

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

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

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

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

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

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

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

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

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

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

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

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

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

In 2021, cash provided by financing

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

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

There was no cash proceeds from shares issued in 2021.

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

of Common Stock Issued

20, 2021 (10)

24, 2021 (11)

31, 2021 (12)

31, 2021 (13)

17, 2021 (16)

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

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

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

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

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

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

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

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

by issuance of 70,474 shares of its restricted Common Stock at a conversion price of $10 per share for settlement of the principal

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

The market price of the Company’s Common

Stock was $23.3 per share, or at a total value of $1,642,040, on April 16, 2021.

Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 23,266 shares of its restricted

Common Stock at a conversion price of $7.52175 per share for settlement of the principal balance of $175,000 on July 14, 2021.

market price of the Company’s Common Stock was $10.1 per share, or at a total value of $234,986, on July 14, 2021.

Company issued 7,953 shares of its restricted Common Stock at a price of $8.7 per share, or a total of $69,191, to redeem 347,000

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

Bhd, on July 19, 2021.

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

Common Stock at a conversion price of $6.21675 per share for settlement of the principal balance of $175,000 on July 26, 2021.

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

Company partially repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 56,299 shares of its restricted

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

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

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

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

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

Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 337,500 shares of its

restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $2,098,153 on August 20,

The market price of the Company’s Common Stock was $7.599 per share, or at a total value of $2,564,662, on August 20,

Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 337,000 shares of its

restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $2,095,045 on August 24,

The market price of the Company’s Common Stock was $9.164 per share, or at a total value of $3,088,268, on August 24,

Company fully repaid the convertible note issued to Streeterville on January 8, 2021, by issuance of 170,967 shares of its restricted

Common Stock at a conversion price of $6.21675 per share for settlement of the balance of principal of $960,000 and accrued interest

of $102,857 on August 31, 2021.

The market price of the Company’s Common Stock was $9.573 per share, or at a total value of

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

Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 107,500 shares of its

restricted Common Stock at a conversion price of $6.21675 per share for settlement of principal balance of $668,301 on August 31,

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

Company partially repaid the convertible note issued to Streeterville on February 11, 2021, by issuance of 22,730 shares of its restricted

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

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

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

Common Stock 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 on October 8, 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.

Company issued 20,000 shares of its restricted Common Stock at a price of $10.404 per share, or a total of $208,080, to settle marketing

expense to Mr.

Dennis Burns, on November 17, 2021.

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

of $606,250 and impairment of other investments of $4,208,029, respectively.

net income totaled $1,617,347 and non-cash net expenses totaled $4,954,615 for the years ended December 31, 2023 and 2022,

respectively, which were mostly composed of non-cash income of reversal of investment impairment of $6,882,000 and reversal of

write-off notes receivable of $600,000 and offset by non-cash expenses of impairment of other investments of $4,982,000, impairment

of other receivable of $60,000, depreciation and amortization of $237,888 and provision for credit losses of $584,919 for the year

ended December 31, 2023.

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

cash used in investing activities was $94,640 for the year ended December 31, 2023, as compared to net cash provided by investing activities

which was $836,170 for the year ended December 31, 2022.

2023, cash used in investing activities was mainly due to purchase of property and equipment of $85,069, while in 2022, cash provided

by investing activities was mainly from proceeds of the sale of real estate properties of $840,036.

cash used in financing activities was $5,968 for the year ended December 31, 2023, as compared to net cash provided by financing activities

was $135,421 for the year ended December 31, 2022.

2023, net cash used in financing activities was mainly due to advances to related parties of $604,066, offset by collection of notes

receivable of $600,000.

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

2023 and 2022, the Company did not issue any shares of its Common Stock, and as of December 31, 2023, there were 7,575,813 shares of

Common Stock issued and outstanding.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis