What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-31 · 912 added, 780 removed, 1512 unchanged (53% of the section changed)

59 unchanged sentences

Ramesh Ruben (1)(2)(3)

Brent Lewis (1)(2)(3)

Christophe Philippe Roland (1)(2)

Prabodh Kumar Kantilal H (1)(2)(3)

Mean Kwong (1)(2)(3)

of the Audit Committee.

23 unchanged sentences

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.

Business Association (CBBA), an 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

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.

28 unchanged sentences

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 Se–retary, FPAM - Malaysia as Certified Financial

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

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

31 unchanged sentences

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.

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,

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 46, joined us as an Independent Director of the Company on October 16, 2019.

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transformation and international operations.

Prabodh Kumar Kantilal H , age 61, joined us as an Independent Director of the Company on March 1, 2024.

Sheth is a Chartered Public Accountant with the American Institute of Certified Public Accountants.

Sheth has over 30 years of experience

in accounting, auditing, business advisory, computer risk management, IT, and executive management.

He started his career at Arthur Andersen

& Co., an American accounting firm from December 1986 to August 1996 as senior manager serving in its Los Angeles office and Kuala

Lumpur office for 6 years and 4 years, respectively.

During his tenure there, Mr.

Sheth’ key roles were to provide audit and assurance

services for both public and private companies and to build up a computer risk management division.

From August 1996 to June 2008, Mr.

Sheth served as executive director as well as investor of Com-Line Systems Sdn.

Bhd., a Malaysia company specializing in the development

of standard application packages and providing turnkey solution development services.

In this role, he supervised the whole process of

project delivery from product development, system implementation, sales and marketing, finance, human resources, and operations.

July 2008 to December 2016, he served as Chief Executive Officer of Clever Edge Sdn.

Bhd., a Malaysia company principally provides IT

services and consulting services in accounting systems.

May 2016, Mr.

Sheth has served as Chief Executive Officer and director of ICEE International Sdn.

Bhd., a Malaysia company specializing

in energy savings and provides an autonomous climate-tech solution for chiller optimalization.

Since May 2022, he has served as Chief

Operating Officer of Cognitive Digital Sdn.

Bhd., a Malaysia company providing technical and advisory support for the clients in their

digital transformation projects and planning for optimizing allocation of resources.

Sheth earned a bachelor’s degree of science in accounting from Illinois State University in 1986.

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

and assurance, risk management, information technology and product development.

Mean Kwong , age 68, joined us as an Independent Director of the Company on March 1, 2024.

Han is a Chartered Accountant with the Chartered Accountants Australia and New Zealand and the Malaysian Institute of Accountants.

Han has 50 years of experience in accounting, auditing, taxation, consulting, and training.

He started his career at Yuen Tang &

Co., a Malaysian CPA firm from March 1974 to June 1976 as an articled clerk and subsequently moved to another Malaysian CPA firm, Larry

as audit and tax assistant from July 1976 to September 1979.

From October 1979 to August 1981, he served as assistant

accountant of UMW (Malaya) Sdn.

Bhd., a heavy equipment distributer in Malaysia.

From September 1981 to March 1983, he served as accountant

of Tampoi Oil Products Sdn.

Bhd., a palm oil refinery in Malaysia.

From February 1990 to March 1992, he served as financial controller

at San Hin Welding & Construction Sdn.

Bhd., a construction company in Brunei.

He served as principal of a CPA firm in Malaysia,

C T Lim & Co.

from January 1998 to December 2002.

Han established his own consulting company, Serba Management Services Sdn.

in Malaysia, providing management consulting and company

secretarial services from April 1983 to December 1997.

Since January 2003, he established another consulting company, Arrow Training

in Malaysia, principally providing training, finance, and human resources services.

He has also provided corporate advisory

and training services on a freelance basis since April 2013.

Han earned a bachelor’s degree of commerce in accounting from Nelson Marlborough Institute of Technology in New Zealand in 1996.

Han brings to the board of directors his extensive experience in accounting, auditing, taxation, consulting, and training.

Relationships

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Based on this review,

the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, Glendening Brent Lewis, and Bringuier Christophe

Philippe Roland are independent within the meaning of the NASDAQ rules.

In making this determination, our board of directors considered

the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors

deemed relevant in determining their independence.

As required under applicable NASDAQ rules that our independent directors will meet

on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without

the presence of non-independent directors and management.

the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, Bringuier Christophe Philippe Roland, Sheth

Prabodh Kumar Kantital H and Han Mean Kwong are independent within the meaning of the NASDAQ rules.

In making this determination, our

board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances

our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules that our independent

directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive

session without the presence of non-independent directors and management.

board of directors has established standing committees in connection with the discharge of its responsibilities.

35 unchanged sentences

Chuchottaworn Srirat, Mr.

Glendening Brent Lewis and Mr.

Bringuier Christophe Philippe Roland.

Louis is Chair of

the Audit Committee, and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated

under the Securities Act.

Bringuier Christophe Philippe Roland, Mr.

Sheth Prabodh Kumar Kantilal H and Mr.

Han Mean Kwong.

Louis is Chair of the Audit Committee, and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation

S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined

29 unchanged sentences

Louis Ramesh Ruben, Mr.

Glendening Brent Lewis

Bringuier Christophe Philippe Roland.

Bringuier Christophe

Philippe Roland, Mr.

Sheth Prabodh Kumar Kantilal H and Mr.

Han Mean Kwong.

Louis serves as chairman of the Compensation Committee.

8 unchanged sentences

Corporate Governance and Nominating Committee was established on March 17, 2017, and currently consists of Mr.

Glendening Brent Lewis

Han Mean Kwong, Mr.

Prabodh Kumar Kantilal H and Mr.

Louis Ramesh Ruben.

Glendening serves as chairman of the Corporate Governance and Nominating Committee.

Han serves as chairman of the Corporate Governance and Nominating Committee.

Changes to the Procedures by which Security Holders May Recommend Nominees to the Board

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Annual Report.

and Principal Position

Compensation ($)

Executive Officer and President

Che Chan Gilbert

Financial Officer, Secretary and Treasurer

Name and Principal Position

Other Compensation ($)

Lee Chong Kuang

Chief Executive Officer and President

Loke Che Chan Gilbert

Chief Financial Officer, Secretary and Treasurer

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

1 unchanged sentence

Officer and Director, signed an employment agreement on July 28, 2020.

The new employment agreement came into effect on September 1,

The employment agreement came into effect on September 1, 2020,

and would expire on August 31, 2023.

10 unchanged sentences

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

August 31, 2023, each of Mr.

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

Kuang, our Chief Executive Officer and Director, signed a new employment agreement.

The employment agreement came into effect on September

1, 2023, and would expire on August 31, 2026.

The terms of the agreement were the same as that of the previous employment agreements.

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

4 unchanged sentences

the fiscal years ended December 31, 2023, and 2022, we provided monthly compensation to our independent directors as follows:

Chuchottaworn Srirat of $1,000, Mr.

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.

Bringuier Christophe Philippe Roland

the independent directors are also the members of Audit Committee.

47 unchanged sentences

Independent Director

Glendening Brent Lewis

Independent Director

Bringuier Christophe Philippe Roland

Independent Director

Sheth Prabodh Kumar Kantilal H

Independent Director

Han Mean Kwong

Independent Director

Yap Pei Ling (3)(5)

4 unchanged sentences

Less than 1% of our total issued and outstanding Common Stock as of March 28, 2024.

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

as otherwise set forth below, the business address of our directors and executive officers is B-23A-02, G-Vestor Tower, Pavilion

Embassy, 200 Jalan Ampang, 50450 W.P.

Kuala Lumpur, Malaysia

on 7,575,813 shares of Common Stock outstanding as of March 28, 2024, together with securities exercisable or convertible into shares

37 unchanged sentences

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, 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, 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

During 2023, related party service

revenue principally includes service revenue generated from Angkasa-X Holdings Corp.

of $354,116, catTHIS Holdings Corp.

Leader Capital Holdings Corp.

of $258,250, 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.

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.

For the years ended December 31,

2023, and 2022, cost of service revenue to related party, SEATech Ventures Corp.

was $23,280 and $0, respectively.

For 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.

Impairment 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.

Impairment 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.

of $329,120, Adventure Air Race Company Limited of $249,385, Greenpro Trust Limited of $39,632 and Ata Plus

of $13,992, respectively.

A 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.

For 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.

Net accounts receivable from related

parties was $0 and $129,292 as of December 31, 2023, and 2022, 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.

respectively.

Prepayment to related party, First

Bullion Holdings Inc.

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

Amounts due from related parties

were $750,860 and $265,772 as of December 31, 2023, and 2022, 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.

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

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.

Deferred 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.

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.

Leader Capital Holdings Corp.

of $100,000, catTHIS Holdings Corp.

of $224,000, Simson Wellness Tech.

of $193,200 and Hypercube Inc.

As 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

7 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and

prior principal accountants.

following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current principal

ACCOUNTING FEES AND SERVICES

6 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 (2022:

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

$165,000 and 2022:

$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.

$165,000) was compatible with the maintenance of the firm’s independence in the conduct of its audits.

Policies and Procedures

12 unchanged sentences

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

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

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December

31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

71 unchanged sentences

Consulting Agreement dated October 1, 2022 between the Company and Dennis Burns (31)

Subscription Agreement dated February 8, 2023, between Greenpro Venture Capital Limited and Celmonze Wellness Corporation*

Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Loke Che Chan Gilbert*

Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Lee Chong Kuang*

Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns*

Independent Director Agreement, dated March 1, 2024, by and between the Company and Sheth Prabodh Kumar Kantilal H (32)

Independent Director Agreement, dated March 1, 2024, by and between the Company and Han Mean Kwong (32)

Code of Ethics (17)

4 unchanged sentences

Section 1350 Certification of principal financial officer and principal accounting officer*

Policy for Recovery of Erroneously Awarded Compensation*

Charter of the Audit Committee (17)

35 unchanged sentences

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.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2024.

FORM 10-K SUMMARY

18 unchanged sentences

Louis Ramesh Ruben

Glendening Brent Lewis

Bringuier Christophe Philippe Roland

Christophe Philippe Roland

Sheth Prabodh Kumar Kantilal H

Prabodh Kumar Kantilal H

Han Mean Kwong

CAPITAL CORP.

4 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022

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

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

1 unchanged sentence

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Capital Corp.

G-Vestor Tower,

Embassy, 200 Jalan Ampang,

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.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Greenpro Capital Corp.

and subsidiaries (the ‘Company’) as of

December 31, 2023, and 2022, and the related consolidated statements of operations and

comprehensive income (loss), changes in s tockholders’

equity , and cash flows for the years ended of December 31, 2023, and 2022, 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, 2023, and 2022, and the results of its operations and its cash flows for the

years ended December 31, 2023, and 2022, 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.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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.

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.

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, 2023, the Company incurred a negative cash flow from operating activities

of $1,594,71 8 and as of December 31, 2023, the Company

incurred accumulated deficit of $36,549,095 .

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.

Audit Matters

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 and that:

(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

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.

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.

identified the impairment valuation of investments as a critical audit matter.

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.

As of December 31, 2023, the Company has accounted accumulated impairment losses of $8,231,858 which are significant

in values to the financial statements of the Company.

audit procedure 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.

CENTURION & PARTNERS PLT (PCAOB:

have served as the Company’s auditor since 2021.

Lumpur, Malaysia

5 unchanged sentences

Current assets

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 $ 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)

Cash and cash equivalents (including $ 166,481 and $ 38,466

of time deposits as of December 31, 2023, and 2022, respectively)

Accounts receivable, net of allowance for credit losses of $ 610,599

as of December 31, 2023, and 2022, respectively (including $ 0

and $ 129,292

of net accounts receivable from related parties as of December 31, 2023, and 2022, respectively)

Prepaids and other current assets (including $ 0 and $ 80,000 to related party as of December 31, 2023, and 2022, respectively)

Due from related parties

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

Deferred costs of revenue (including $ 0 and $ 11,640 to related party as of December 31, 2023, and 2022)

Total current assets

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Operating lease right-of-use assets, net

Finance lease right-of-use asset, net

Other non-current assets

5 unchanged sentences

Operating lease liabilities, current portion

Finance lease liabilities, current portion

Deferred revenue (including $ 157,500 and $ 849,400 from related parties as of December 31, 2023, and 2022, respectively)

2 unchanged sentences

Operating lease liabilities, net of current portion

Finance lease liabilities, non-current portion

Total liabilities

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no shares issued and outstanding

Common Stock, $ 0.0001

Common Stock, $ 0.0001 par value;

500,000,000 shares authorized;

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

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

7,575,813 and 7,875,813

shares issued and outstanding as of December 31, 2023, and 2022, respectively (1)

Additional paid in capital

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CAPITAL CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THE YEARS ENDED DECEMBER 31, 2023, AND 2022

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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

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OTHER INCOME (EXPENSES)

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

Other income (including $ 47,609 and $ 5,850 of other income from related parties for the years ended December 31, 2023, and 2022, respectively)

Interest income

Reversal of impairment of other investment (including $ 6,882,000 of related party investment for the year ended December 31, 2023)

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 )

Interest expense

Loss on extinguishment of convertible notes

( 3,521,263 )

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

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( 4,208,029 )

Total other expenses

( 4,741,329 )

( 11,603,608 )

LOSS BEFORE INCOME TAX

Impairment of other receivable (including $ 60,000 and 606,250 from related parties for the years ended December 31, 2023, and 2022, respectively)

Total other income (expenses)

( 4,741,329 )

INCOME (LOSS) BEFORE INCOME TAX

( 6,259,832 )

Income tax expense

( 6,262,188 )

( 14,363,232 )

Net (income) loss attributable to noncontrolling interests

NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.

NET INCOME (LOSS)

( 6,262,188 )

Net loss (income) attributable to noncontrolling interests

NET INCOME (LOSS) ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.

( 6,350,872 )

1 unchanged sentence

- Foreign currency translation loss

COMPREHENSIVE LOSS

$ ( 6,548,900 )

COMPREHENSIVE INCOME (LOSS)

$ ( 6,548,900 )

NET LOSS PER SHARE, BASIC AND DILUTED (1)

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

NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED (1)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND

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

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$ ( 31,271,808 )

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 notes

Fair value of shares issued for acquisition

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 )

Roundup of fractional shares upon reverse stock split

Foreign currency translation

Net loss for the year

Net (loss) income for the year

( 6,350,872 )

2 unchanged sentences

$ ( 224,891 )

Roundup of fractional shares upon reverse stock split

Foreign currency translation

Net loss for the year

$ ( 37,622,680 )

$ ( 224,891 )

$ ( 37,622,680 )

Cancellation of shares resulting from termination of investment

( 7,205,700 )

( 7,206,000 )

Foreign currency translation

Net income (loss) for the year

Balance as of December 31, 2023

1 unchanged sentence

$ ( 36,549,095 )

$ ( 310,169 )

$ ( 36,549,095 )

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

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Cash flows from operating activities:

$ ( 6,262,188 )

Net income (loss)

$ ( 6,262,188 )

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

Depreciation and amortization

Amortization of right-of-use assets

Provision for bad debts

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of intangible assets

Amortization of operating lease right-of-use assets

Amortization of finance lease right-of-use asset

Impairment of other receivable - related parties

Provision for credit losses

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

Reversal of impairment of other investment-related party

( 6,882,000 )

Gain on disposal of a subsidiary

Reversal of write-off notes receivable

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 )

Loss on deposit redemption

Loss on disposal of other investments

Gain on sale of real estate held for sale

Changes in operating assets and liabilities:

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Purchase of property and equipment

Proceeds from disposal of other investment

Purchase of other investments

Acquisition of business, net of cash acquired

Initial payment of finance lease right-of-use asset

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

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Principal payment of finance lease liabilities

Advances to related parties

( 1,239,489 )

Principal payments of loans secured by real estate

( 1,542,298 )

Proceeds from convertible promissory notes, net

Collection of notes receivable

Convertible note redemptions paid in cash

( 1,120,000 )

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes in cash and cash equivalents

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

NET CHANGE IN CASH AND CASH EQUIVALENTS

( 1,688,338 )

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

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

( 1,427,036 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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Cash paid for interest

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

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

Balance payment of finance lease right-of-use asset by finance lease liabilities

accompanying notes.

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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.

statements, for the year ended December 31, 2023, the Company 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.

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

38 unchanged sentences

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.

pandemic and other global risks

a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, the

armed conflict in Sudan, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets

have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines

in economic growth, increases in unemployment rates and uncertainty about economic stability.

March 10, 2023, the Federal Deposit Insurance Corporation took control and was appointed receiver of Silicon Valley Bank.

not have deposits at Silicon Valley Bank, if other banks and financial institutions enter receivership or become insolvent in the future

in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash

equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

possible that further deterioration in credit and financial markets and confidence in economic conditions will occur.

If equity and credit

markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash,

or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

of presentation and principles of consolidation

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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, estimates inherent in recording purchase price allocation, valuation allowance on deferred income

2 unchanged sentences

differ from these estimates.

Credit losses

The Company estimates and records a provision for

its expected credit losses related to its financial instruments, including its trade receivables.

Management considers historical collection

rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when

evaluating current expected credit losses.

Forward-looking information is also considered in the evaluation of current expected credit

However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value,

net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments,

including its trade receivables.

To determine the provision for credit losses for accounts

receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management

determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate, mainly

in the pharmaceuticals industry.

Each business component is analyzed for estimated credit losses individually.

In doing so, the Company

establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates

the current and forecasted financial position of its customers, as available.

Further, the Company considers macroeconomic factors and

the status of the pharmaceuticals industry to estimate if there are current expected credit losses within its trade receivables based

on the trends of the Company’s expectation of the future status of such economic and industry-specific factors.

Also, specific allowance

amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability

Accounts receivable at December 31, 2023 and 2022

are net of allowances for credit losses of $ 610,599 and $ 25,677 , respectively.

The following table provides a roll-forward of the

allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to

be collected at December 31, 2023 and 2022:

OF ALLOWANCES FOR CREDIT LOSSES

As of and for the years ended,

Balance at beginning of year

Charged to operating expenses

Write-offs of accounts receivable, net of recoveries

Balance at end of year

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

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collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2).

cash equivalents, and restricted cash

and cash equivalents

consists of funds on hand and held in bank accounts.

Cash equivalents includes demand deposits placed with banks or other financial institutions

Cash equivalents includes time deposits placed with banks or other financial institutions

and all highly liquid investments with original maturities of three months or less, including money market funds.

Restricted cash represents

cash restricted for the loan collateral requirements as defined in a loan agreement, and the minimum paid-up share capital requirement

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

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

December 31, 2023, and 2022, cash included funds held by employees of $ 0 and $ 11,464 , respectively, 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.

SCHEDULE OF CASH, CASH EQUIVALENTS

As of December 31,

Cash, cash equivalents, and restricted cash

Cash and cash equivalents

Denominated in United States Dollar

2 unchanged sentences

Denominated in Malaysian Ringgit

Denominated in Euro

Denominated in Great British Pound

Denominated in Singapore Dollar

Cash, cash equivalents, and restricted cash

Denominated in Euro

Cash and cash equivalents

receivable, net

1 unchanged sentence

Management reviews the adequacy of the

allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables.

allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables.

Management also periodically

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been exhausted and the potential for recovery is considered remote.

OF ACCOUNTS RECEIVABLES

SCHEDULE OF ACCOUNTS RECEIVABLES

Accounts receivable, gross

Allowance for doubtful accounts

Allowance for credit losses

Accounts receivable, net

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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 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.

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

Estimated useful life

Office leasehold

Furniture and fixtures

Office equipment

Leasehold improvement

Over the shorter of estimated useful life or term of lease

leasehold includes in property and equipment representing three adjoining office units used by the Company located in a commercial building

in Shenzhen, China.

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

Expenditures for maintenance and repairs are expensed as incurred.

Depreciation for this office leasehold in Shenzhen, China,

classified as an operating expense, was $ 104,442 and $ 111,707 for the years ended December 31, 2023, and 2022, respectively (see Note

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

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loss is recognized to write down the asset to its estimated fair value.

For the years ended December 31, 2022 and 2021, the Company determined

there were no indicators of impairment of its property and equipment.

For the years ended December 31, 2023, and 2022, the Company

determined there were no indicators of impairment of its property and equipment (see Note 3).

estate held for sale

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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, 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

are trending downward.

For the years ended December 31, 2022 and 2021, the Company determined there were no indicators of impairment

of its real estate held for sale.

the project, margins on units under contract but not closed, 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 are trending downward.

years ended December 31, 2023, and 2022, the Company determined there were no indicators of impairment of its real estate held for sale

(see Note 4).

estate held for investment, net

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the following estimated useful lives:

OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE

SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE

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.

Depreciation,

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

leasehold includes in real estate held for investment representing three office units owned by the Company located in two commercial

buildings in Kuala Lumpur, Malaysia.

for this office leasehold in Kuala Lumpur, Malaysia, classified as cost of rental, was $ 25,125 and $ 29,001 for the years ended December

31, 2023, and 2022, respectively (see Note 5).

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

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For the years ended December 31, 2023, and 2022, the

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

Company determined there were no indicators of impairment of its real estate held for investment (see Note 5).

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

1 unchanged sentence

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

OF INTANGIBLE ASSETS ESTIMATED LIFE

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

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE

expense was $ 718 for the years ended December 31, 2023, and 2022, respectively.

Company follows ASC 360 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment

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

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).

2022, indicators of impairment were present, and hence, the Company made an impairment of goodwill of $ 263,247 .

As a result, the value

of goodwill was impaired to $ 82,561 as of December 31, 2022.

the year ended December 31, 2023, the Company determined there was no indicator of impairment, so no impairment was made.

the value of its goodwill remains at $ 82,561 as of December 31, 2023 (see Note 7).

of long-lived assets

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

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

In accordance with the provision

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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.

of December 31, 2023, and 2022, the Company determined there was no indicator of impairment of its property and equipment, real estate

held for investment and intangible assets, respectively.

in equity securities

7 unchanged sentences

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

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

December 31, 2023, the Company had total twenty-five (25) investments in equity securities without readily determinable fair values,

all were related party investments with aggregate value of $ 100,106 .

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).

In which, thirteen (13) investments in equity securities without

readily determinable fair values were fully impaired and with $ nil value (see Note 6).

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, 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).

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

readily determinable fair values 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.

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At each reporting date, the Company reviews its convertible securities to determine that their classification is

appropriate (see Note 9).

Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred

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likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is

uncertain (see Note 12).

Company conducts major businesses in Hong Kong, China, and Malaysia, and is subject to tax in these jurisdictions.

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business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

loss per share

net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares

outstanding during the period.

Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common

shares outstanding, adjusted for the dilutive effect of outstanding Common Stock equivalents.

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.

income (loss) per share

net income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number

of common shares outstanding during the period.

Diluted net income (loss) per share is calculated by dividing the net income (loss) by

the weighted average number of common shares outstanding, adjusted for the dilutive effect of outstanding Common Stock equivalents.

December 31, 2023, there were no dilutive shares outstanding, while on December 31, 2022, the only outstanding Common Stock equivalents

were the outstanding warrants of 5,356 potentially dilutive shares.

These warrants have been excluded from the calculation of weighted

average shares as the effect would have been anti-dilutive and therefore basic and diluted net income (loss) per share were the same.

currencies translation

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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 accumulated other comprehensive income or loss within equity.

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

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

As of and for the years ended

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US$1 exchange rate

Exchange rate

Comprehensive

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Comprehensive

income or loss 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 or other events and circumstances

from non-owner sources.

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2023, and 2022:

OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES

SCHEDULE 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

( 6,203,520 )

Fair value gains of derivative liability associated with warrants

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Concentrations

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, 2023, two customers accounted for 20 % ( 10 % and 10 %, respectively) of the Company’s revenue, and three

customers accounted for 39 % ( 14 %, 13 % and 12 %, respectively) of the Company’s accounts receivable at year-end.

the year ended December 31, 2022, one customer accounted for 10 % of the Company’s revenue, and two customers accounted for 77 %

( 57 % and 20 %, respectively) of the Company’s accounts receivable at year-end.

the year ended December 31, 2023, no vendor accounted for 10 % or more of the Company’s cost of revenues, and three vendors accounted

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

June 2016, the FASB issued ASU No.

2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”).

The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables.

The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies

will recognize allowances based on expected rather than incurred losses.

Entities will apply the standard’s provisions as a cumulative-effect

adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

The standard is

effective for interim and annual reporting periods beginning after December 15, 2022.

The Company is currently assessing the impact of

adopting this standard on the Company’s financial statements and related disclosures.

November 2019, the FASB issued ASU No.

2019-10, which to update the effective date of ASU No.

2016-13 for private companies,

not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard.

new effective date for these preparers is for fiscal years beginning after December 15, 2022.

ASU 2019-05 is effective for the

Company for annual and interim reporting periods beginning January 1, 2023, as the Company is qualified as a smaller reporting

The Company has accordingly adopted ASUs 2019-05 in the preparation of its consolidated financial statements from January

the composition of the Company’s accounts receivable, investment portfolio, and other financial assets, including current

market conditions and historical credit loss activity, the adoption of th is

accounting standard did not have a material impact on the Company’s

consolidated financial statements or disclosures.

Specifically, the

Company’s estimate of expected credit losses as of January 1, 2023, using its expected credit loss evaluation process described

above, resulted in no adjustments to the provision for credit losses and no cumulative-effect

adjustment to accumulated deficit on the adoption date of this standard .

recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public

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is complete and collectability of the consideration is probable.

For service contracts where the performance obligation is not completed,

deferred costs of revenue are recorded as incurred and deferred revenue is recorded for any payments received on such yet to be completed

performance obligations.

On an ongoing basis, management monitors these contracts for profitability and when needed may record a liability

if a determination is made that costs will exceed revenue.

For service contracts where the performance obligation has not been

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

(“non-listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized,

as services are rendered.

(“non-listing services”), upon our completion of such services, representing our performance obligations are satisfied, and

hence, the relevant revenue is recognized.

For contracts in which we act as an agent, the Company reports revenue net of expenses paid.

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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.

2023, no real estate property was sold.

For the year ended December 31, 2022, the Company recognized revenue from the sale of three units

of commercial property held for sale.

of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional

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following tables provide information about disaggregated revenue based on revenue by service lines and revenue by geographic area:

OF DISAGGREGATED REVENUE

SCHEDULE OF DISAGGREGATED REVENUE

For the years ended December 31,

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Total revenue

the years ended December 31,

by geographic area:

For the years ended December 31,

Revenue by geographic area:

Total revenue

costs of revenue

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.

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

of the performance obligation.

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

in advance before completion of the performance obligation.

a service contract where the performance obligation has not been completed, deferred revenue is recorded for any payments received in

advance before completion of the performance obligation.

of December 31, 2023, and 2022, deferred costs of revenue or deferred revenue is classified as current assets or current liabilities

and totaled, respectively:

OF DEFERRED REVENUE COST

SCHEDULE OF DEFERRED REVENUE COST

Current assets

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in deferred revenue during 2023 and 2022 are as follows:

OF CHANGES IN DEFERRED REVENUE

SCHEDULE OF CHANGES IN DEFERRED REVENUE

As of and for the years ended

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3 - PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT NET

SCHEDULE OF PROPERTY AND EQUIPMENT NET

As of December 31,

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Leasehold improvement

Property and equipment, gross

Changes during the year:

and equipment, gross ending

Accumulated depreciation

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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.

Depreciation for this office leasehold in Shenzhen, China, classified as an operating expense, was $ 104,442

and $ 111,707 for the years ended December 31, 2023, and 2022, respectively.

for property and equipment, including office leasehold, furniture and fixtures, office equipment and leasehold improvement, classified

as an operating expense, totaled $ 118,963 and $ 125,486 for the years ended December 31, 2023, and 2022, respectively.

4 - REAL ESTATE HELD FOR SALE

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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.

2023, no property was sold.

For 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 $ 164,530 .

property was developed for resale on a “unit by unit” basis and is stated at the lower of cost or estimated fair value, less

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5 - REAL ESTATE HELD FOR INVESTMENT, NET

OF REAL ESTATE HELD FOR INVESTMENT, NET

SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET

As of December 31,

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Leasehold improvement

Real estate held for investment, gross

Real estate held for investment,

Accumulated depreciation

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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.

The adjoining

office units and the other office unit in another building are currently rented to an unrelated tenant, respectively.

for real estate held for investment, included in the cost of rental revenue, was $ 25,125 and $ 29,001 for the years ended December 31,

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SCHEDULE OF OTHER INVESTMENTS

of December 31,

in equity securities without readily determinable fair values of affiliates:

As of December 31,

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

(1) Greenpro Trust Limited (a related party)

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Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

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.

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.

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

Securities and Exchange Commission (SEC) or in the OTC market.

the year ended December 31, 2023, the Company recognized impairment of $ 4,982,000 for three of its total investments in equity securities

without readily determinable fair values and recorded a reversal of impairment of $ 6,882,000 for one of the total investments in equity

securities without readily determinable fair values.

For 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 recorded its equity securities without readily determinable fair values at cost.

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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.

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, 2023, the carrying value of our cost method investments aggregated $ 100,106 .

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As of December 31,

Equity securities without readily determinable fair values

Original cost

Unrealized gains (losses)

Provision for impairment or decline in value

Balance, beginning of year

Additions during the year

Terminations, disposals or forfeitures during the year

( 7,206,500 )

Balance, end of year

Accumulated impairment

Balance, beginning of year

( 10,131,858 )

Forfeiture, disposal or write-off

Equity securities without readily determinable fair values, net

( 5,923,829 )

Impairment during the year

( 4,982,000 )

( 4,208,029 )

Reversal of impairment during the year

Balance, end of year

( 8,231,858 )

( 10,131,858 )

Net carrying values of equity securities without readily determinable fair values

the years ended December 31, 2023, and 2022, the Company recognized an impairment loss of other investments of $ 4,982,000 and $ 4,208,029 ,

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 .

2023, the Company terminated one of the investments with original cost of $ 7,206,000 .

As a result, a reversal of impairment of $ 6,882,000

was recorded for the year ended December 31, 2023.

2023, one investment was sold back to investee at cost of $ 500 and a new investment was acquired at $ 500 , respectively.

of other investments during 2023

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.

(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.

Wellness Corporation

February 8, 2023, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) entered into a subscription agreement

with Celmonze Wellness Corporation, a Nevada corporation, which provides beauty and wellness solutions to clients (“Celmonze”).

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

The investment

was recognized at a historical cost of $500 under other investments.

of December 31, 2023, the Company recorded the investment in Celmonze at a historical cost of $ 500 under other investments.

or disposal of other investments during 2023

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 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 300,000 shares of the Company’s restricted Common Stock,

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

May 18, 2023, the Company decided to terminate its investment in the Fund due to significant impairments suffered since subscription

and to cancel the shares issued to the Fund due to the Fund’s failure to provide consideration for the shares.

As a result, 300,000

shares of the Company’s restricted Common Stock were cancelled, the value of Common Stock of $ 300 and the value of additional paid-in

capital of $ 7,205,700 , in aggregate of $ 7,206,000 , were reversed accordingly.

The Company recorded a reversal of impairment of other

investment of $ 6,882,000 during the year ended December 31, 2023.

Wellness Tech Corp.

February 19, 2021, GVCL entered into a subscription agreement with Simon Wellness Tech Corp., a Nevada corporation, which is a digital

platform that acts as middleware for distribution of optical products (“Simson”).

Pursuant to the agreement, GVCL acquired

5,000,000 shares of common stock of Simson at a price of $ 500 or $ 0.0001 per share.

Our investment in Simson was recognized at historical

cost of $ 500 under other investments.

July 2023, GVCL agreed with Simson’s repurchase request, sold back our 5,000,000 owned Simson shares to Simson at $ 500 .

cash of $ 500 from Simson in exchange for our return of Simson shares.

of other investments during 2023

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 .

Fine Art Inc.

June 29, 2020, the Company entered into a purchase and sale agreement with its Wyoming incorporated subsidiary, Millennium Fine Art Inc.

Pursuant to the agreement, the Company agreed to sell its 4 % ownership interest in a 12.3 kilogram carved natural

blue sapphire (the “Millennium Sapphire”) to MFAI and MFAI agreed to acquire the 4 % ownership of the Millennium Sapphire

from the Company.

As consideration thereto, on July 1, 2020, MFAI issued 2,000,000 restricted shares of its Class B common stock to the

Company valued at $ 5,000,000 ($ 5 per share), in which 1,000,000 shares were retained by the Company and the other 1,000,000 shares were

reserved as a dividend to the shareholders of the Company.

The Company expects to distribute these 1,000,000 shares to its shareholders

A gain on disposal of $ 1,000,000 was recorded at the Company level but was eliminated upon consolidation.

July 1, 2020, MFAI issued 19,200,000 restricted shares of its Class A common stock to a majority owner of the Millennium Sapphire, Mr.

Daniel McKinney valued at $ 96,000,000 ($ 5 per share) to acquire the remaining 96 % interest in the Millennium Sapphire.

MFAI is an investment

company and has a 100 % interest in the Millennium Sapphire.

of December 31, 2022, the Company owns 2,000,000 shares of Class B common stock of MFAI, in which 1,000,000 shares were retained by the

Company and recognized our investment in MFAI at historical cost of $ 4,000,000 (by issuance of 444,444 shares of the Company’s

restricted Common Stock at $ 9 per share) under other investments, representing approximately 5 % of the issued and outstanding shares

of MFAI and approximately 1% of MFAI’s total voting rights.

other 1,000,000 shares were reserved as a dividend to the shareholders of the Company, and as of the date of this report, the dividend

has not been distributed.

the year ended December 31, 2023, the Company made a full impairment of $ 4,000,000 for the investment in MFAI due to continuing losses

incurred by MFAI and uncertainty of the existence of the Millennium Sapphire.

As a result, our investment in MFAI was recorded with nil

value as of December 31, 2023.

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 shares 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, 2022, the fair value of APSB was appraised by an independent appraiser, 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.

the year ended December 31, 2023, the Company made a further impairment of $ 736,000 for the investment in APSB due to APSB’s continuing

losses and the Company’s shareholdings in APSB were diluted from 15 % to approximately 4 % at the end of 2023.

As a result, our investment

in APSB was fully impaired with nil value as of December 31, 2023.

Bullion Holdings, Inc.

22 unchanged sentences

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 FBHI.

Therefore, 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.

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 .

As of December 31, 2022, the fair value of FBHI was appraised the

Appraiser and according to our 18 % interest in FBHI, our investment was valued approximately $ 246,000 .

The depreciation

2 unchanged sentences

$ 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

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, 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 ($ 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.

For the year ended December 31, 2023, the Company made a further impairment of $ 246,000 for the investment in FBHI due to FBHI’s

dormant status.

As a result, our investment in FBHI was fully impaired with nil value as of December 31, 2023.

7 - INTANGIBLE ASSETS AND GOODWILL

SCHEDULE OF INTANGIBLE ASSETS

Intangible assets

As of December 31,

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Accumulated amortization, beginning of year

Amortization for the year

Amortization during the year

Effect of changes in exchange rate

amortization, end of year

Accumulated 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.

The Company’s

management conducted the annual impairment test and concluded that it is more likely than not the estimated fair value of the trademarks

of GRHK was more than their carrying amount, and no impairment loss was indicated.

As a result, no impairment was recorded.

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

of December 31, 2023, the original cost of our intangible assets totaled $ 480,785 which includes $ 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 (renamed to Falcon Corporate Services Limited on August 26, 2016) (“FCSL”) in 2015, and $ 129,032

of an insurance agency license from the acquisition of Sparkle Insurance Brokers Limited (renamed to Greenpro Sparkle Insurance Brokers

Limited on April 4, 2019) (“Sparkle”) on January 2, 2019, respectively.

of December 31, 2023, the customer lists from Ace and the insurance agency license from Sparkle had been fully amortized with nil value.

During 2023, the Company conducted the annual impairment test and concluded that it is more likely than not the estimated fair value

of the trademarks of GRHK was more than their carrying amount, and no impairment indicator existed.

As a result, no impairment was made.

expense for intangible assets for the years ended December 31, 2023, and 2022 was $ 718 , respectively.

for each year following December 31, 2023, is as follows:

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Year ending December 31,

2025 and thereafter

of December 31, 2023, the accumulated amortization of intangible assets was $ 479,604 , and the net value of intangible assets was $ 1,181 .

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.

As of December 31,

Falcon Accounting & Secretaries Limited

Greenpro Capital Village Sdn.

Accumulated impairment

Accumulated impairment, beginning of year

Impairment during the year

Accumulated impairment, end of year

Goodwill, after impairment

Company’s goodwill consisted of $ 319,726 from its acquisition of Falcon Secretaries Limited (renamed to Falcon Accounting &

Secretaries Limited on February 25, 2020) (“FASL”) 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 .

Collectively, 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 for FASL and GCVSB, respectively and concluded that there was an indicator of

impairment for the goodwill derived from the acquisition of FASL, as the net asset value (“NAV”) of FASL is less than the

value of the goodwill as of December 31, 2022.

As a result, an impairment loss of $ 263,247 was made, the value of the Company’s

goodwill was impaired to $ 82,561 , represents the value of goodwill related to FASL was impaired to $ 56,479 and the value of goodwill

related to GCVSB remains at $ 26,082 , respectively.

2023, 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, 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.

from the acquisitions of FASL and GCVSB, as both the NAV of FASL and GCVSB was greater than the respective value of the goodwill as of

December 31, 2023.

the years ended December 31, 2023, and 2022, $ 0 and $ 263,247 of impairment of goodwill was made, respectively.

of December 31, 2023, the value of the Company’s goodwill remains at $ 82,561 , representing the value of goodwill related to FASL

of $ 56,479 and the value of goodwill related to GCVSB of $ 26,082 , respectively.

of December 31, 2023, the Company has an operating lease agreement for one office space in Hong Kong with a term of two years and has

a finance lease for a motor vehicle in Malaysia with a term of five years , respectively.

Other than these leases, the Company does not

have any other leases over the term of one year.

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 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

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The operating lease ROU asset includes any lease payments made and excludes lease incentives.

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

SCHEDULE OF COMPONENTS OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

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

OF COMPONENTS OF LEASE 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)

Operating lease costs:

Rental expenses (1)

Other rental expenses (2)

Total Operating lease costs

Finance lease costs:

Interest expenses

Total Finance

Total lease costs

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:

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

Year Ended December 31,

Total lease payments

Imputed interest

Rental payment - operating leases

Interest repayment - finance leases

Principal repayment - finance leases

Total cash paid

Non-cash activity:

Balance payment of ROU asset by finance lease liabilities

Weighted average remaining lease term (in years):

Operating leases

Finance leases

Weighted average discount rate:

Operating leases

Finance leases

expenses include amortization of $ 89,695 and $ 83,297 and interest expenses of $ 5,304 and $ 2,692 for the years ended December 31,

2023, and 2022, respectively.

rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related

to the leases.

supplemental balance sheet information related to leases during the past two years is as follows:

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

As of December 31,

Long-term operating lease ROU assets, net (1)

Long-term finance lease ROU asset, net (2)

Total ROU assets

Current portion of operating lease liabilities

Current portion of finance lease liabilities

Total current lease liabilities

Long-term operating lease liabilities

Long-term finance lease liabilities

Total long-term lease liabilities

Total lease liabilities

lease ROU assets are measured at cost of $ 351,829 and $ 164,771 less accumulated amortization of $ 237,278 and $ 147,261 as of December

31, 2023, and 2022, respectively.

lease ROU asset is measured at cost of $ 28,898 less accumulated amortization of $ 3,371 as of December 31, 2023.

of the Company’s lease liabilities as of December 31, 2023 are as follows:

OF MATURITIES OF LEASE LIABILITIES

Operating leases

Finance leases

Year ending December 31,

Total future minimum lease payments

Imputed interest/present value discount

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.

Lease obligations

Current lease obligations

Long-term lease obligations

Total lease obligations

the year ended December 31, 2023, total lease costs were $ 115,130 including operating lease costs of $ 114,401 and finance lease costs

of $ 729 , respectively.

During 2022, total lease costs were the operating lease costs of $ 112,904 .

9 - DERIVATIVE LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES

As of December 31,

Fair value of warrants

of and for the years ended,

value at beginning of year

value gains of derivative liability associated with warrants

value at end of year

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

15 unchanged sentences

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

December 31, 2023, the Company did not have any outstanding warrants exercisable into the Company’s Common Stock as all call warrants

were not exercised on June 12, 2023 (the “Expiration”).

At the Expiration, the Company’s Common Stock traded at or

below the exercise price ( 120 % of the public offering price), that is $ 72 (post-split) per share or $ 7.2 (pre-split) per share.

the year ended December 31, 2023, the Company recorded a decrease in fair value of derivatives of $ 1 .

balance of the derivative liabilities related to warrants was $ 0 and $ 1 at December 31, 2023 and 2022, respectively.

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

SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS

As of December 31,

SCHEDULE OF ESTIMATED

DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS

June 12, 2023

December 31, 2022

Risk-free interest rate

Expected volatility

Expected life (in years)

Contractual life (in years)

Expected dividend yield

8 unchanged sentences

to common shareholders in the future.

June 12, 2023 (the “Expiration), no warrants were exercised as the trading price of the Company’s Common Stock was at or

below the exercise price of $ 72 (post-split) per share or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s

Common Stock was $ 1.78 per share.

the year ended December 31, 2023, the Company recognized a gain of $ 1 associated with the revaluation of above derivative liability.

9 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.

of shares in 2023

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 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 300,000 shares of the Company’s restricted Common Stock,

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

May 18, 2023, the Company decided to terminate its investment in the Fund due to significant impairments suffered since subscription

and to cancel the shares issued to the Fund due to the Fund’s failure to provide consideration for the shares.

As a result, 300,000

shares of the Company’s restricted Common Stock were cancelled, the value of Common Stock of $ 300 and the value of additional paid-in

capital of $ 7,205,700 , in aggregate of $ 7,206,000 , were reversed accordingly.

stock split in 2022

12 unchanged sentences

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

of First Bullion Holdings Inc.

(“FBHI”), valued at approximately $ 925,000 for settling the balance consideration of acquisition

of additional 8 % shareholdings in FBHI.

April 7, 2021, the Company subscribed for $ 7,206,000 worth of Class B shares of Innovest Energy Fund (the “Fund”) by issuance

of 300,000 shares of the Company’s restricted Common Stock at $ 24.02 per share to the Fund at a subscription of $ 7,206,000 .

July 19, 2021, the Company redeemed 347,000 shares out of total 504,750 shares of preferred stock from 25 preferred stock shareholders

of Greenpro Capital Village Sdn.

by issuance of 7,953 shares of the Company’s restricted Common Stock valued at $ 69,191 or

$ 8.7 per share.

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”)

at a conversion price of $ 10 per share for settlement of the principal balance of $ 670,000 and accrued interest of $ 34,738 , respectively

of the convertible note issued on October 13, 2020.

The market price of the Company’s Common Stock was $ 23.3 per share, or at a

total value of $ 1,642,040 , on April 16, 2021.

July 14, 2021, the Company issued 23,266 shares of its restricted Common Stock to Streeterville at a conversion price of $ 7.52175 per

share for settlement of the partial principal of the convertible note issued on January 8, 2021, amounted $ 175,000 .

The market price

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

July 26, 2021, the Company issued 28,150 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 $ 175,000 .

The 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.

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 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

per share for settlement of the partial principal of the convertible note issued on February 11, 2021, amounted $ 2,098,153 .

price of the Company’s Common Stock was $ 7.599 per share, or at a total value of $ 2,564,662 , on August 20, 2021.

August 24, 2021, the Company issued 337,000 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 $ 2,095,045 .

price of the Company’s Common Stock was $ 9.164 per share, or at a total value of $ 3,088,268 , on August 24, 2021.

August 31, 2021, the Company issued 170,967 shares of its restricted Common Stock to Streeterville 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 of the convertible note issued on January

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,

August 31, 2021, the Company issued 107,500 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 $ 668,301 .

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 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”)

as subscription fee of $ 144,120 ($ 24.02 per share) associated with the Fund.

November 17, 2021, the Company issued 20,000 shares of its restricted Common Stock valued at $ 10.404 per share, or a total of $ 208,080

for marketing expense to an investor relations agent, Mr.

Dennis Burns.

2023 and 2022, the Company did not any issue any shares of its Common Stock.

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.

June 13, 2018, the Company granted to the placement agent and issued warrants exercisable into 53,556 shares of Common Stock at an exercise

price of $ 7.20 per share and the expected expiration of the warrants is June 12, 2023 (the “Expiration”).

Since the Expiration,

the Company does not expect to issue other warrants in the next twelve months.

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

7 unchanged sentences

(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.

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

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, 2023, and 2022 is as follows:

2 unchanged sentences

Balance outstanding as of January 1, 2022

Expired/Cancelled

Balance outstanding as of December 31, 2021

Expired/Cancelled

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.

Balance outstanding and exercisable as of December 31, 2023

June 12, 2023 (the “Expiration), no warrants were exercised as the trading price of the Company’s Common Stock was at or

below the exercise price of $ 72 (post-split) per share or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s

Common Stock was $ 1.78 per share.

of December 31, 2023, the value of the warrants was $ nil as all warrants expired, and hence, no warrants were outstanding and exercisable.

12 - INCOME TAXES

2 unchanged sentences

For the years ended December 31,

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

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

SCHEDULE OF LOSS BEFORE INCOME TAXES

7 unchanged sentences

( 5,709,344 )

( 5,717,973 )

Loss before income taxes

$ ( 6,259,832 )

Income (loss) before income taxes

$ ( 6,259,832 )

and Statutory Rate Reconciliation

following table summarizes a reconciliation of the Company’s blended statutory income tax rate to the Company’s effective

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

following table summarizes a reconciliation of the Company’s statutory income tax rate to the Company’s effective tax rate

as a percentage of income from continuing operations before taxes:

SCHEDULE OF EFFECTIVE INCOME TAX RATE

11 unchanged sentences

As of December 31,

of goodwill, intangible assets, and investments

lease liability

receivable allowance

operating loss (NOL) carryforwards:

Deferred tax assets

Impairment of goodwill, intangible assets, and investments

Financing costs

Operating lease liability

Finance lease liability

Accounts receivable allowance

Net operating loss (NOL) carryforwards:

– United States of America

Net operating loss (NOL) carryforwards

Gross deferred tax assets

deferred tax assets

valuation allowance

deferred tax assets

tax liabilities

in fair value of derivative liabilities

lease right-of-use asset

( 8,066,000 )

( 7,006,000 )

Total deferred tax assets

Deferred tax liabilities

deferred tax asset (liability)

Change in fair value of derivative liabilities

Operating lease right-of-use asset

Finance lease right-of-use asset

Total deferred tax liabilities

Net deferred tax asset (liability)

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

the Company established a valuation allowance of $ 8,066,000 to offset deferred tax assets of $ 8,095,000 including deferred tax assets

related to net operating loss (NOL) carryforwards of $ 6,133,000 as of December 31, 2023.

the year ended December 31, 2023, the valuation allowance increased by $ 1,060,000 , was primarily due to an increase of net operating

loss (NOL) carryforwards from various tax regimes.

States of America

6 unchanged sentences

on their assessable income for the tax year.

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 .

the year ended December 31, 2023, the subsidiaries in Hong Kong incurred the aggregate of a net operating loss (NOL) of $ 345,000 while

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

of December 31, 2023, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong

3 unchanged sentences

Republic of China with a unified statutory income tax rate of 25 %.

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 .

the year ended December 31, 2023, the subsidiaries in the PRC recorded the aggregate of a net operating loss (NOL) approximately of $ 0 ,

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

of December 31, 2023, the subsidiaries operating in the PRC had incurred the aggregate amount of cumulative net operating losses (NOLs)

of $ 2,236,000 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

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

A partial NOL carryforwards begin to expire in 2024, if unutilized.

The Company’s subsidiaries operating

in Malaysia are subject to the Malaysia Corporate Tax Laws at an income tax rate from 15 % to 24 % on their assessable income

for the tax year.

the years ended December 31, 2023, and 2022, the subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 47,000

2 unchanged sentences

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

Company’s subsidiary operating in Labuan is 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 .

the years ended December 31, 2023, and 2022, the subsidiary in Labuan incurred the aggregate of a net operating loss (NOL) of $ 342,000

and $ 43,000 , respectively.

of December 31, 2023, the operations in Labuan had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 385,000

4 unchanged sentences

13 - RELATED PARTY TRANSACTIONS

SCHEDULE OF DUE FROM RELATED PARTIES

OF DUE FROM RELATED PARTIES

Accounts receivable from related parties:

3 unchanged sentences

- Related party B (net of allowance of $ 379,542 and $ 1,750 as of December 31, 2023, and 2022, respectively)

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

to a related party:

- Related party K (net of allowance of $ 0 and $ 2 as of December 31, 2023, and 2022, respectively)

Prepaid to a related party:

December 31, 2023

December 31, 2022

- Related party B

7 unchanged sentences

- Related party H

- Related party I

Due from related parties

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

6 unchanged sentences

- Related party B

- Related party G

- Related party I

- Related party E

- Related party J

2 unchanged sentences

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

SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES

OF INCOME FROM OR EXPENSES TO RELATED PARTIES

Deferred cost of revenue to a related party:

December 31, 2023

December 31, 2022

Deferred cost of revenue to a related party

- Related party B

Deferred cost of revenue to a related party

Deferred revenue from related parties:

December 31, 2023

December 31, 2022

Deferred revenue from related parties

- Related party B

- Related party E

Deferred revenue from related parties

Income from or expenses to related parties:

4 unchanged sentences

- Related party B

- Related party C

- Related party D

4 unchanged sentences

Service revenue from related parties

Cost of revenues to a related party

- Related party B

Cost of revenues to a related party

General and administrative expenses to related parties

4 unchanged sentences

- Related party K

General and administrative expenses to related parties

General and administrative

expenses to related parties

Other income from related parties

1 unchanged sentence

- Related party D

Other income from related parties

Other expenses-impairment of related parties

Other income from related

Reversal of impairment of related party investment:

- Related party B

Reversal of impairment (impairment) of other investment

Impairment of related party investments:

- Related party B

Impairment of related party investments

Impairment of other receivable from related parties:

- Related party D

Other expenses-impairment of related parties

- Related party H

Impairment of other receivable from 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, 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 .

On December 31, 2023, the Company

determined the amount due from related party H of $ 60,000 was impaired and recorded an impairment of other receivable of $ 60,000 for

the year ended December 31, 2023.

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.

4 unchanged sentences

party K represents shareholders and directors of the Company.

Due to related party K represents expenses paid by the shareholders or

directors to third parties on behalf of the Company, are non-interest bearing, and are due on demand.

Due from related party K represents the amounts paid by the Company to

third parties on behalf of our shareholders or directors.

On the other hand, due to related party K represents the amounts paid by the

shareholders or directors to third parties on behalf of the Company.

The amounts due from or due to related party K are non-interest

bearing, and are due on demand.

14 - SEGMENT INFORMATION

24 unchanged sentences

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

Real estate business

Service business

For the year ended December 31, 2023

2 unchanged sentences

Cost of revenues

( 1,023,503 )

Reversal of impairment of investment

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of goodwill

Impairment of other receivable

3 unchanged sentences

Net income (loss)

( 5,863,020 )

( 6,262,188 )

Capital expenditures for long-lived assets

Real estate business

Service business

For the year ended December 31, 2022

2 unchanged sentences

Cost of revenues

( 1,023,503 )

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of investment

( 5,349,600 )

Loss on extinguishment of notes

Impairment of goodwill

Impairment of other receivable

Impairment of investments

( 4,208,029 )

3 unchanged sentences

( 6,262,188 )

( 14,363,232 )

Capital expenditures for long-lived assets

2 unchanged sentences

Cost of revenues *

Reversal of impairment of investment *

Reversal of write-off notes receivable *

Depreciation and amortization *

Impairment of other receivable *

Impairment of investments *

( 4,882,000 )

Net income (loss) *

Total assets *

Capital expenditures for long-lived assets *

For the year ended December 31, 2022

Cost of revenues *

( 1,023,503 )

Reversal of write-off notes receivable *

5 unchanged sentences

( 4,208,029 )

on extinguishment of notes

Net income (loss) *

1 unchanged sentence

( 6,262,188 )

Total 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)

expenditures for long-lived assets

and costs are attributed to countries based on the location of customers.

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