Greenpro Capital Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023, and have concluded that our disclosure controls and procedures were effective as of December 31, 2023. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted assessments of the Company’s internal control over financial reporting as of December 31, 2023, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2023, the Company’s internal controls over financial reporting were effective. Changes in Internal Control over Financial Reporting There were no other changes in our internal control over financial reporting during the year ended December 31, 2023, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ITEM 9B. OTHER INFORMATION None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. We have not been identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on our financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. 56 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table sets forth certain information about our directors and executive officers as of the date of this Annual Report. Name Age Positions and Offices Lee, Chong Kuang 50 President, Chief Executive Officer, Director Loke, Che Chan Gilbert 69 Chief Financial Officer, Secretary, Treasurer, Chairman of the Board Chuchottaworn, Srirat (1) 55 Director Louis, Ramesh Ruben (1)(2)(3) 46 Director Bringuier, Christophe Philippe Roland (1)(2) 46 Director Sheth, Prabodh Kumar Kantilal H (1)(2)(3) 61 Director Han, Mean Kwong (1)(2)(3) 68 Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Lee, Chong Kuang , age 50, has served as our Chief Executive Officer, President, and Director since July 19, 2013. During the period of July 19, 2013, to June 5, 2019, he served as Chairman of the Board. From 2003 until January 2015, Mr. Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003. He served as director, Chief Financial Officer and Treasurer of Odenza Corp. from February 4, 2013, to April 29, 2016. He also served as the Chief Financial Officer and director of Moxian Corporation from October 2012 until December 2014. Mr. Lee served as director of Greenpro Talents Ltd. from November 16, 2015, to June 6, 2017. Mr. Lee served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. From 1997 to 2000, Mr. Lee worked at K. Y. Ho & Co, Chartered Accountants. He began his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997. As a qualified member of the ACCA and Malaysia Institute of Accountants, Mr. Lee earned his professional qualification from the Hong Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, corporate structuring planning with special focus in cross-border client nature, in addition to his accounting software businesses. Mr. Lee established the Cross-Border Business Association (CBBA), 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. Mr. Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise. Loke, Che Chan Gilbert , age 69, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013. Effective from June 6, 2019, he serves as Chairman of the Board. Mr. Loke has extensive knowledge in accounting and has been an accountant for more than 35 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1981 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory, risk management and internal controls serving those small medium-sized enterprises. From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia Properties Inc. from May 31, 2011, to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US, from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He has also served the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc. from September 4, 2014, to September 28, 2016. Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015, to June 6, 2017. Mr. Loke served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his degree of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as Certified Financial Planner, ATIHK as tax adviser in Hong Kong and CWM Institute as Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise and business leadership. Chuchottaworn, Srirat, age 55, joined us as an Independent Director on October 18, 2015. Ms. Chuchottaworn has more than 20 years in the IT and consulting business. In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate of FI/CO. In 2004, she found I AM Group and has been the group director since then. She is an experienced project manager and holds multiple SAP certifications. She earned a bachelor’s degree in engineering from the King Monkut’s Institute of Technology Ladkrabang and Master of Science in Information Technology from the Chulalongkorn University. Ms. Chuchottaworn brings to the board of directors her business leadership and experience and familiarity with conducting business in Thailand. Louis, Ramesh Ruben, age 46, joined us as an Independent Director of the Company on May 8, 2019. Mr. Louis is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner. Mr. Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations, government agencies as well as SMEs in a spectrum of industries including plantation, property development, manufacturing, trading, IT, shipping, retailing, etc. He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO from April 2000 to 2004 and from 2005 to 2006, respectively. He also has experience in corporate finance with Southern Investment Bank Berhad for a year from 2004 to 2005. 57 Mr. Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s, issuance of bonds, corporate and debt restructuring and investigative audit. His training and advisory experience includes topics on Internal and Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management and Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts and Projections, Forensic and Fraud Accounting/Auditing, as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS). He has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals, and public sector institutions. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia. Mr. Louis brings to the board of directors his extensive experience in mergers and acquisitions, risk management, strategic planning, and financial oversight and reporting. Bringuier, Christophe Philippe Roland , age 46, joined us as an Independent Director of the Company on October 16, 2019. Mr. Bringuier, a French citizen, is currently living and working in Hong Kong. He has over 15 years of international exposure in France, India, PRC, and Hong Kong. Mr. Bringuier has held various managerial positions in different industries such as banking, energy, direct marketing, watchmaking, and financial services since 2001. From 2011 to 2016, he served as senior operations manager, and from September 2021, he has rejoined and served as the operations director in Asia-Pacific of Intertrust Group (HK) Limited, a company that delivers high-quality, tailored corporate, fund, capital market and private wealth services to its clients. From October 2018 to September 2021, he served as the business transformation specialist and from April 2020, he was promoted as the director of operations of Asia of Equiom Group (HK) Limited, a company that provides end-to-end wealth protection and business support services to private clients, corporate clients, and funds. Mr. Bringuier established his own consulting company in 2016, Itaque Consulting in Hong Kong, providing consulting services for business transformation, leadership and communication skill training and coaching courses for senior executives in various industries. From 2007 to 2011, he served as project and marketing manager of Montrichard Watch Company Limited in Shenzhen, PRC, a watchmaking company with production plants in PRC and Switzerland, and offices in Europe, Asia, and USA. Mr. Bringuier has expertise in process improvement, stakeholder management and project management in a complex, multicultural or cross-functional environment. Mr. Bringuier brings to the board of directors his extensive knowledge and experience in talent development, executive coaching, business transformation and international operations. Sheth, Prabodh Kumar Kantilal H , age 61, joined us as an Independent Director of the Company on March 1, 2024. Mr. Sheth is a Chartered Public Accountant with the American Institute of Certified Public Accountants. Mr. 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. From 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. Since 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. Mr. Sheth earned a bachelor’s degree of science in accounting from Illinois State University in 1986. Mr. 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. Han, Mean Kwong , age 68, joined us as an Independent Director of the Company on March 1, 2024. Mr. Han is a Chartered Accountant with the Chartered Accountants Australia and New Zealand and the Malaysian Institute of Accountants. Mr. 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 Seow & Co. 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. Mr. Han established his own consulting company, Serba Management Services Sdn. Bhd. 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 Sdn. Bhd. 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. Mr. Han earned a bachelor’s degree of commerce in accounting from Nelson Marlborough Institute of Technology in New Zealand in 1996. Mr. Han brings to the board of directors his extensive experience in accounting, auditing, taxation, consulting, and training. 58 Family Relationships There are no family relationships between any of our directors or executive officers. Involvement in Certain Legal Proceedings No director or executive officer is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No director or executive officer has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Board of Directors All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. As a Nasdaq listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a smaller reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of majority of independent directors, and an audit committee of at least three (3) members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. Director Independence The board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards. Based on this review, the board of directors determined that each of Chuchottaworn Srirat, Louis Ramesh Ruben, 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. 59 Board Committees Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters are available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Board Leadership Structure and Role in Risk Oversight Mr. Loke Che Chan Gilbert holds the positions of Chief Financial Officer and Chairman of the board of the Company. The Board believes that Mr. Loke’s services as both Chief Financial Officer and chairman of the board is in the best interest of the Company and its shareholders. Mr. Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees, and customers. The board has not designated a lead director. Given the limited number of directors comprising the board, the independent directors call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors. Management is responsible for assessing and managing risk, subject to oversight by the board of directors. The board oversees our risk management policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees of the board assist the board in this oversight responsibility in their respective areas of expertise. ● The Audit Committee assists the board with the oversight of our financial reporting, independent auditors, and internal controls. It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks, and implementing anti-fraud measures. The Audit Committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial reporting. ● The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks. ● The Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives. Audit Committee Our Audit Committee was established on March 23, 2016, and is currently comprised of all our independent directors: Mr. Louis Ramesh Ruben (Chairman), Ms. Chuchottaworn Srirat, Mr. Bringuier Christophe Philippe Roland, Mr. Sheth Prabodh Kumar Kantilal H and Mr. Han Mean Kwong. Mr. Louis is Chair of the Audit Committee, and he qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the board to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Company’s website contains a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the Company’s accounting and financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. ● Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; ● Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; ● Be directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors, or management. 60 Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; ● administering incentive and equity-based compensation; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors. Our Compensation Committee was established on March 17, 2017, and currently consists of Mr. Louis Ramesh Ruben, Mr. Bringuier Christophe Philippe Roland, Mr. Sheth Prabodh Kumar Kantilal H and Mr. Han Mean Kwong. Mr. Louis serves as chairman of the Compensation Committee. Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee will be responsible for, among other matters: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management. Our Corporate Governance and Nominating Committee was established on March 17, 2017, and currently consists of Mr. Han Mean Kwong, Mr. Sheth Prabodh Kumar Kantilal H and Mr. Louis Ramesh Ruben. Mr. Han serves as chairman of the Corporate Governance and Nominating Committee. Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board We do not currently have a procedure by which security holders may recommend nominees to the Board. Director Qualifications The board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the board that are applicable to directors and there are other skills and experience that should be represented on the board as a whole, but not necessarily by each director. The board considers the qualifications of director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs. In its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in the light of the current needs of the board. The board also takes the ability of each potential candidate into account, such as to evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business experiences and specialized skills of each candidate. Diversity of background including diversity of race, ethnicity, international background, gender and age, may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership. Code of Business Conduct and Ethics Our board of directors has adopted a code of ethics that applies to all our directors, officers, and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations, and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The code of ethics is available on the Company’s website “greenprocapital.com”. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires our directors and executive officers, and persons who own more than 10% of our Common Stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our directors, executive officers and 10% stockholders, were met during the year ended December 31, 2023. 61 ITEM 11. EXECUTIVE COMPENSATION Set forth below is information regarding the compensation paid during the years ended December 31, 2023, and 2022 to our Principal Executive Officer and Principal Financial Officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report. Name and Principal Position Year Salary ($) Other Compensation ($) Total ($) Lee Chong Kuang 2023 299,000 26,000 325,000 Chief Executive Officer and President 2022 299,000 26,000 325,000 Loke Che Chan Gilbert 2023 299,000 26,000 325,000 Chief Financial Officer, Secretary and Treasurer 2022 299,000 26,000 325,000 Employment Agreements Each of Mr. Loke Che Chan Gilbert, our Chief Financial Officer, Secretary, Treasurer and Director, and Mr. Lee Chong Kuang, our Chief Executive Officer and Director, signed an employment agreement on July 28, 2020. The employment agreement came into effect on September 1, 2020, and would expire on August 31, 2023. The terms of the agreement were the same as that of the previous employment agreements. Under the terms of the agreements, each of Messrs. Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly housing allowance of $2,000, plus one month’s additional salary and housing allowance by the end of each year. All of these were payable in the equivalent amount of Hong Kong Dollars. Any variances were mainly due to fluctuation of currency exchange. On January 28, 2021, each of Messrs. Loke and Lee signed a revised employment agreement. The terms of the revised employment agreements, except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements. On August 31, 2023, each of Mr. Loke Che Chan Gilbert, our Chief Financial Officer, Secretary, Treasurer and Director, and Mr. Lee Chong 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. Messrs. Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf. The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation, and ownership of intellectual property. Outstanding Equity Awards at Fiscal Year-End None. Director Compensation During the fiscal years ended December 31, 2023, and 2022, we provided monthly compensation to our independent directors as follows: Ms. Chuchottaworn Srirat of $1,000, Mr. Louis Ramesh Ruben of $1,700, Mr. Glendening Brent Lewis of $1,250 and Mr. Bringuier Christophe Philippe Roland of $1,000. All the independent directors are also the members of Audit Committee. We currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may elect to issue stock options or provide cash compensation to such persons from time to time in the future. However, we are compensating the independent directors who serve on the Board. These independent directors are entitled to the reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Compensation Committee Interlocks and Insider Participation We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 28, 2024, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal Shareholders”); (ii) each director; (iii) each named executive officer; and (iv) all our directors and executive officers as a group, and their percentage ownership and voting power (“Directors and Executive Officers”). The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. 62 The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown. The calculations in the table below are based on 7,575,813 shares of our Common Stock, issued and outstanding as of March 28, 2024. Name of Beneficial Owner Number of Shares Beneficially Owned (2) Percentage of Shares Beneficially Owned (2) Directors and Executive Officers (1) Lee Chong Kuang (3) Chief Executive Officer, President and Director 1,739,034 22.96 % Loke Che Chan Gilbert (4) Chief Financial Officer, Secretary, Treasurer and Director 1,405,084 18.55 % Chuchottaworn Srirat Independent Director 122,250 1.61 % Louis Ramesh Ruben Independent Director 400 * % Bringuier Christophe Philippe Roland Independent Director - - Sheth Prabodh Kumar Kantilal H Independent Director - - Han Mean Kwong Independent Director - - Yap Pei Ling (3)(5) Officer 165,915 2.19 % Chen Yanhong (6) Officer 15,337 * % All directors and officers as a group (9 persons named above) 3,448,020 45.51 % Principal Shareholders - - Other owners of the Company 4,127,793 54.49 % Total 7,575,813 100.00 % * Less than 1% of our total issued and outstanding Common Stock as of March 28, 2024. (1) Except 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 (2) Based on 7,575,813 shares of Common Stock outstanding as of March 28, 2024, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 28, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 28, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (3) Comprises 1,739,034 shares of our Common Stock held by Mr. Lee Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms. Yap Pei Ling, a director of two of our subsidiaries. In the aggregate of the shares held by Mr. Lee and Ms. Yap, 1,904,949 shares or 25.15% of total issued and outstanding shares of Common Stock as of March 28, 2024. (4) Comprises 1,065,084 shares of our Common Stock held by Mr. Loke Che Chan Gilbert, and 200,000 shares of our Common Stock held by Mr. Loke’s son, Loke Sebastian Mun Foo and 140,000 shares of our Common Stock held by Mr. Loke’s another son, Loke Mun Hang Conrad, respectively. Mr. Loke and his sons collectively hold 1,405,084 shares or 18.55% of total issued and outstanding shares of Common Stock as of March 28, 2024. (5) Ms. Yap Pei Ling, is spouse of Mr. Lee Chong Kuang and a shareholder of the Company and a director of two of our subsidiaries, Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively. (6) Ms. Chen Yanhong, is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited, Falcon Accounting & Secretaries Limited and Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), respectively. 63 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE Related Party Transactions Except as set forth below, we have not been a party to any transaction since January 1, 2022, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee. Transactions with certain companies which Greenpro Venture Capital Limited or Greenpro Resources Limited owns certain percentage of their company shares and companies that we have determined that we can significantly influence based on our common business relationships. During 2023, related party service revenue principally includes service revenue generated from Angkasa-X Holdings Corp. of $354,116, catTHIS Holdings Corp. of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech. Corp. of $191,218 and Hypercube Inc. of $140,000, in aggregate representing approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023. During 2022, related party service revenue principally includes service revenue generated from Jocom Holdings Corp. of $320,000 and Falcon Certified Public Accountants Limited of $142,049, in aggregate representing approximately 69% of the related party service revenue and 17% of service revenue for the year ended December 31, 2022, respectively. 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. Yap Pei Ling, spouse of our Chief Executive Officer, Mr. Lee Chong Kuang, of $37,799 and her wholly owned company, Bright Interlink Sdn. Bhd. of $15,762, management fees paid to Greenpro Global Capital Village Sdn. Bhd. of $44,475 and marketing expenses paid to catTHIS Holdings Corp. of $3,064. 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. Bhd. of $16,334 and marketing expenses paid to SEATech Ventures Corp. of $120,000. 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. Bhd. 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. Bhd. of $329,120, Adventure Air Race Company Limited of $249,385, Greenpro Trust Limited of $39,632 and Ata Plus Sdn. Bhd. 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 Corp. 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. Corp. of $33,250, 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. 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. Bhd. 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. Bhd. 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. 64 As of December 31, 2022, deferred costs of revenue to related party were $11,640 associated with SEATech Ventures Corp. As of December 31, 2023, deferred revenue from related parties includes Ata Plus Sdn. Bhd. 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. Bhd. of $15,800, REBLOOD Biotech Corp. of $60,000, Angkasa-X Holdings Corp. of $116,400, Leader Capital Holdings Corp. of $100,000, catTHIS Holdings Corp. of $224,000, Simson Wellness Tech. Corp. of $193,200 and Hypercube Inc. of $140,000. 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. Bhd. of $82,000 and Greenpro Trust Limited of $11,981. As of December 31, 2022, related party investments mainly include New Business Media Sdn. Bhd. of $82,000, Greenpro Trust Limited of $11,981, Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn. Bhd. of $736,000, Innovest Energy Fund of $324,000 and First Bullion Holdings Inc. of $246,000. Our related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’ financial and operating policy decisions. Some of the related parties are either controlled by or under common control of Mr. Loke Che Chan Gilbert or Mr. Lee Chong Kuang, executive officers and directors of the Company. All these related party transactions are generally transacted at an arm’s-length basis at the current market value in the normal course of business (see Note 13). ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees and Services The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current principal accountants. ACCOUNTING FEES AND SERVICES 2023 2022 Audit fees $ 165,000 $ 165,000 Audit-related fees - - Tax fees - - All other fees - - Total $ 165,000 $ 165,000 The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation. The category of “Tax services” includes tax compliance, tax advice, tax planning. The category of “All other fees” generally includes advisory services related to accounting rules and regulations. The policies and procedures contained in the Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related services and non-audit services provided by the independent auditors and the provision for such services by JP Centurion & Partners PLT (2023: $165,000 and 2022: $165,000) was compatible with the maintenance of the firm’s independence in the conduct of its audits. Pre-approval Policies and Procedures Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. Our Audit Committee has adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99.2. 65 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENHEDULES (F) (a) Financial Statements The following are filed as part of this Annual Report: Financial Statements The following financial statements of Greenpro Capital Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Annual Report: Page AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-2 – F-3 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 – F-29 (b) Exhibits Exhibit No. Description 3.1 # Articles of Incorporation, as amended (17) 3.2 # Bylaws, as amended (2) 3.3 # Certificate of Change to the Articles of Incorporation (30) 4.1 # Form of Common Stock Certificate (2) 4.2 # Description of the Registrant’s Common Stock (17) 10.1 # Letter of offer of Malaysia Office- One City D-07-06 (3) 10.2 # Letter of offer of Malaysia Office- One City D-07-07 (3) 10.3 # Exclusive Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network Limited (4) 10.4 # Loan Agreement, dated June 13, 2016, by and among Greenpro Holding Limited and Loke Che Chan Gilbert, Lee Chong Kuang (4) 10.5 # Share Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.6 # Power of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (4) 10.7 # Power of Attorney of Lee Chong Kuang dated June 13, 2016 (4) 10.8 # Exclusive Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.9 # Sale and Purchase Agreement, dated as of April 25, 2017, between Greenpro Capital Corp. and Mr. Yiu Yau Wing and Mr. Chui Sang Derek (5) 10.10 # Asset Purchase Agreement, dated as of April 27, 2017, between Greenpro Resources Limited and Gushen Credit Limited (6) 10.11 # Employment Contract dated July 28, 2017, by and between the Company and Loke Che Chan Gilbert (7) 10.12 # Employment Contract dated July 28, 2017, by and between the Company and Lee Chong Kuang (7) 10.13 # Independent Director Agreement, dated October 18, 2015, by and between the Company and Chuchottaworn Srirat (7) 10.14 # Independent Director Agreement, dated March 14, 2016, by and between the Company and Shum Albert (7) 10.15 # Independent Director Agreement, dated March 14, 2016, by and between the Company and Hee Chee Keong (7) 10.16 # Placement Agency Agreement, dated May 31, 2018 (11) 10.17 # Subscription Agreement and Supplemental Agreement dated as of July 18, 2018 (12) 10.18 # Form of Loan Agreement dated July 17, 2018 between the Company and Shenzhen Rong Jin Jia Cheng Investment Limited (13) 10.19 # Independent Director Agreement, dated May 8, 2019, by and between the Company and Louis Ramesh Ruben (14) 10.20 # Independent Director Agreement, dated October 1, 2019, by and between the Company and Brent Lewis Glendening (15) 10.21 # Independent Director Agreement, dated October 16, 2019, by and between the Company and Christophe Philippe Roland Bringuier (16) 10.22 # Purchase and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19) 19.23 # Purchase and Sale Agreement dated June 29, 2020 between the Company and Millennium Fine Art Inc. (26) 10.24 # Form of Acquisition Agreement of Ata Plus Sdn. Bhd. dated July 8, 2020 (26) 10.25 # Subscription Agreement dated August 30, 2020 between Greenpro Venture Capital Limited and Global Leaders Corporation (26) 10.26 # Subscription Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20) 10.27 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and FirstFire Global Opportunities Fund, LLC (19) 10.28 # Form of Convertible Note issued to FirstFire Global Opportunities Fund, LLC dated October 13, 2020 (19) 10.29 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Granite Global Value Investments Ltd. (19) 10.30 # Form of Convertible Note issued to Granite Global Value Investments Ltd. dated October 13, 2020 (19) 10.31 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Streeterville Capital, LLC (19) 66 10.32 # Form of Convertible Note issued to Streeterville Capital, LLC dated October 13, 2020 (19) 10.33 # Stock Purchase and Option Agreement of First Bullion Holdings Inc. dated October 19, 2020. (21) 10.34 # Acquisition Agreement dated November 1, 2020 between the Company, Ms. Lee Yuet Lye and Mr. Chia Min Kiat (22) 10.35 # Subscription Agreement dated December 16, 2020 between the Company and Wong Wai Hing Lena (26) 10.36 # Subscription Agreement dated December 21, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26) 10.37 # Subscription Agreement dated December 22, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26) 10.38 # Subscription Agreement dated December 29, 2020 between Greenpro Venture Capital Limited and Pentaip Technology Inc. (26) 10.39 # Form of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021. (23) 10.40 # Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24) 10.41 # Form of Additional 8% Acquisition of First Bullion Holdings Inc. dated February 17, 2021 (25) 10.42 # Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Loke Che Chan Gilbert (29) 10.43 # Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Lee Chong Kuang (29) 10.44 # Subscription Agreement dated February 3, 2021 between Greenpro Venture Capital Limited and Angkasa-X Holdings Corp. (29) 10.45 # Subscription Agreement dated February 19, 2021 between Greenpro Venture Capital Limited and Simson Wellness Tech. Corp. (29) 10.46 # Form of Acquisition Agreement between the Company and Mr. Lee Chong Kuang dated May 18, 2021 (27) 10.47 # Form of Share Exchange Agreement between the Company, Greenpro Capital Village Sdn. Bhd. (GCVSB) and the holders of preference shares of GCVSB dated June 1, 2021 (28) 10.48 # Subscription Agreement dated June 2, 2021 between Greenpro Venture Capital Limited and Jocom Holdings Corp. (29) 10.49 # Subscription Agreement dated July 13, 2021 between Greenpro Venture Capital Limited and 72 Technology Group Limited (29) 10.50 # Subscription Agreement dated July 30, 2021 between Greenpro Venture Capital Limited and Ata Global Inc.(29) 10.51 # Subscription Agreement dated August 27, 2021 between Greenpro Venture Capital Limited and catTHIS Holdings Corp. (29) 10.52 # Subscription Agreement dated September 27, 2021 between Greenpro Venture Capital Limited and Fruita Bio Limited (29) 10.53 # Consulting Agreement dated October 1, 2021 between the Company and Dennis Burns (29) 10.54 # Subscription Agreement dated February 21, 2022 between Greenpro Venture Capital Limited and ACT Wealth Holdings Corp. (31) 10.55 # Subscription Agreement dated April 1, 2022 between Greenpro Venture Capital Limited and REBLOOD Biotech Corp. (31) 10.56 # Subscription Agreement dated June 9, 2022 between Greenpro Venture Capital Limited and Best2bid Technology Corp. (31) 10.57 # Consulting Agreement dated October 1, 2022 between the Company and Dennis Burns (31) 10.58 * Subscription Agreement dated February 8, 2023, between Greenpro Venture Capital Limited and Celmonze Wellness Corporation* 10.59 * Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Loke Che Chan Gilbert* 10.60 * Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Lee Chong Kuang* 10.61 * Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns* 10.62 # Independent Director Agreement, dated March 1, 2024, by and between the Company and Sheth Prabodh Kumar Kantilal H (32) 10.63 # Independent Director Agreement, dated March 1, 2024, by and between the Company and Han Mean Kwong (32) 14.1 # Code of Ethics (17) 21.1 # List of Subsidiaries (17) 31.1 * Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 * Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* 32.1 * Section 1350 Certification of principal executive officer* 32.2 * Section 1350 Certification of principal financial officer and principal accounting officer* 97.1 * Policy for Recovery of Erroneously Awarded Compensation* 99.1 # Charter of the Audit Committee (17) 99.2 # Audit Committee Pre-Approval Procedures (17) 99.3 # Charter of the Compensation Committee (17) 99.4 # Charter of the Corporate Governance and Nominating Committee (17) * Filed herewith # Previous Filed: 67 (1) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015. (2) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016. (3) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2016. (4) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016. (5) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017. (6) Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on July 25, 2017. (7) Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on August 2, 2017. (8) Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on January 27, 2014. (9) Previously filed as an exhibit to the Company’s registration statement on Form S-1/A filed with the SEC on September 6, 2017. (10) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017. (11) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018. (12) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018. (13) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018. (14) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2019. (15) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019. (16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019. (17) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. (18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020. (19) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020. (20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020. (21) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020. (22) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020. (23) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021. (24) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021. (25) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021. (26) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021 and Amendment No. 1 to Form 10-K filed with the SEC on April 12, 2021. (27) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021. (28) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021. (29) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022 and Amendment No. 1 to Form 10-K filed with the SEC on July 18, 2022. (30) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022. (31) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. (32) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2024. ITEM 16. FORM 10-K SUMMARY None. 68 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Greenpro Capital Corp. Date: March 28, 2024 By: /s/ Lee Chong Kuang Lee Chong Kuang Chief Executive Officer, President, and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/ Lee Chong Kuang Chief Executive Officer, President and Director March 28, 2024 Lee Chong Kuang (Principal Executive Officer) /s/ Loke Che Chan Gilbert Chief Financial Officer, Secretary, Treasurer and Director March 28, 2024 Loke Che Chan Gilbert (Principal Financial and Accounting Officer) /s/ Chuchottaworn Srirat Director March 28, 2024 Chuchottaworn Srirat /s/ Louis Ramesh Ruben Director March 28, 2024 Louis Ramesh Ruben /s/ Bringuier Christophe Philippe Roland Director March 28, 2024 Bringuier Christophe Philippe Roland /s/ Sheth Prabodh Kumar Kantilal H Director March 28, 2024 Sheth Prabodh Kumar Kantilal H /s/ Han Mean Kwong Director March 28, 2024 Han Mean Kwong 69 GREENPRO CAPITAL CORP. Consolidated Financial Statements For the Years Ended December 31, 2023, and 2022 (With Report of Independent Registered Public Accounting Firm) GREENPRO CAPITAL CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-2 – F-3 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-7 Notes to Consolidated Financial Statements F-8 – F-29 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Greenpro Capital Corp. B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. 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, 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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, 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. F- 2 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 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. Investments and Impairment Valuation 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. 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. 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; and e) Considered the adequacy of the disclosures in the financial statements in relation to investments. JP CENTURION & PARTNERS PLT (PCAOB: 6723 ) We have served as the Company’s auditor since 2021. Kuala Lumpur, Malaysia March 28, 2024 F- 3 GREENPRO CAPITAL CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023, AND 2022 (Expressed in U.S. Dollars) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents (including $ 166,481 and $ 38,466 of time deposits as of December 31, 2023, and 2022, respectively) $ 2,223,197 $ 3,911,535 Accounts receivable, net of allowance for credit losses of $ 610,599 and $ 25,677 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) 44,938 169,537 Prepaids and other current assets (including $ 0 and $ 80,000 to related party as of December 31, 2023, and 2022, respectively) 627,315 773,040 Due from related parties 750,860 265,772 Deferred costs of revenue (including $ 0 and $ 11,640 to related party as of December 31, 2023, and 2022) 16,291 168,605 Total current assets 3,662,601 5,288,489 Property and equipment, net 2,413,538 2,513,567 Real Estate investments: Real estate held for sale 1,659,207 1,659,207 Real estate held for investment, net 598,748 650,223 Intangible assets, net 1,181 1,900 Goodwill 82,561 82,561 Other investments (including $ 100,106 and $ 5,406,106 of investments in related parties as of December 31, 2023, and 2022, respectively) 100,106 5,406,106 Operating lease right-of-use assets, net 114,551 17,510 Finance lease right-of-use asset, net 25,527 - Other non-current assets - 19,643 TOTAL ASSETS $ 8,658,020 $ 15,639,206 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 724,796 $ 758,909 Due to related parties 389,274 448,251 Income tax payable 292 858 Operating lease liabilities, current portion 94,726 18,725 Finance lease liabilities, current portion 3,426 - Deferred revenue (including $ 157,500 and $ 849,400 from related parties as of December 31, 2023, and 2022, respectively) 1,075,404 1,834,244 Derivative liabilities - 1 Total current liabilities 2,287,918 3,060,988 Operating lease liabilities, net of current portion 19,825 - Finance lease liabilities, non-current portion 13,638 - Total liabilities 2,321,381 3,060,988 Commitments and contingencies - - Stockholders’ equity: Preferred stock, $ 0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding - - Common Stock, $ 0.0001 par value; 500,000,000 shares authorized; 7,575,813 and 7,875,813 shares issued and outstanding as of December 31, 2023, and 2022, respectively (1) 7,576 7,876 Additional paid in capital 42,897,029 50,102,729 Accumulated other comprehensive loss ( 310,169 ) ( 224,891 ) Accumulated deficit ( 36,549,095 ) ( 37,622,680 ) Total Greenpro Capital Corp. stockholders’ equity 6,045,341 12,263,034 Noncontrolling interests in consolidated subsidiaries 291,298 315,184 Total stockholders’ equity 6,336,639 12,578,218 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 8,658,020 $ 15,639,206 (1) Issued and outstanding shares of Common Stock have been adjusted for the periods prior to July 28, 2022, to reflect the 10-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 1. See accompanying notes. F- 4 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022 (Expressed in U.S. Dollars) 2023 2022 Year ended December 31, 2023 2022 REVENUES: Service revenue (including $ 1,425,577 and $ 665,203 of service revenue from related parties for the years ended December 31, 2023, and 2022, respectively) $ 3,379,596 $ 2,725,466 Rental revenue 98,068 108,495 Sale of real estate properties - 840,036 Total revenues 3,477,664 3,673,997 COST OF REVENUES: 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) ( 534,965 ) ( 404,077 ) Cost of rental revenue ( 36,613 ) ( 46,083 ) Cost of real estate properties sold - ( 573,343 ) Total cost of revenues ( 571,578 ) ( 1,023,503 ) GROSS PROFIT 2,906,086 2,650,494 OPERATING EXPENSES: General and administrative (including $ 122,880 and $ 193,802 of general and administrative expense to related parties for the years ended December 31, 2023, and 2022, respectively) ( 4,409,264 ) ( 4,168,997 ) Total operating expenses ( 4,409,264 ) ( 4,168,997 ) LOSS FROM OPERATIONS ( 1,503,178 ) ( 1,518,503 ) OTHER INCOME (EXPENSES) Other income (including $ 47,609 and $ 5,850 of other income from related parties for the years ended December 31, 2023, and 2022, respectively) 79,033 104,846 Interest income 41,401 21,417 Reversal of impairment of other investment (including $ 6,882,000 of related party investment for the year ended December 31, 2023) 6,882,000 - Reversal of write-off notes receivable 600,000 200,000 Fair value gains of derivative liabilities associated with warrants 1 9,934 Interest expense ( 729 ) - Loss on extinguishment of convertible notes - - Impairment of goodwill - ( 263,247 ) 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) ( 4,982,000 ) ( 4,208,029 ) Impairment of other receivable (including $ 60,000 and 606,250 from related parties for the years ended December 31, 2023, and 2022, respectively) ( 60,000 ) ( 606,250 ) Total other income (expenses) 2,559,706 ( 4,741,329 ) INCOME (LOSS) BEFORE INCOME TAX 1,056,528 ( 6,259,832 ) Income tax expense ( 6,829 ) ( 2,356 ) NET INCOME (LOSS) 1,049,699 ( 6,262,188 ) Net loss (income) attributable to noncontrolling interests 23,886 ( 88,684 ) NET INCOME (LOSS) ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. 1,073,585 ( 6,350,872 ) Other comprehensive loss: - Foreign currency translation loss ( 85,278 ) ( 198,028 ) COMPREHENSIVE INCOME (LOSS) $ 988,307 $ ( 6,548,900 ) NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED (1) $ 0.14 $ ( 0.81 ) WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (1) 7,688,416 7,870,887 (1) Weighted average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 10-for-1 reverse stock split effected on July 28, 2022, on a retroactive basis as described in Note 1. See accompanying notes. F- 5 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022 (Expressed in U.S. Dollars) of shares Amount Capital Loss Deficit Interests Equity Accumulated Common Stock (1) Additional Other Non- Total Number Paid-in Comprehensive Accumulated Controlling Stockholders’ of shares Amount Capital Loss Deficit Interests Equity Balance as of December 31, 2021 7,867,169 $ 7,867 $ 50,102,738 $ ( 26,863 ) $ ( 31,271,808 ) $ 226,500 $ 19,038,434 Roundup of fractional shares upon reverse stock split 8,644 9 ( 9 ) - - - - Foreign currency translation - - - ( 198,028 ) - - ( 198,028 ) Net (loss) income for the year - - - - ( 6,350,872 ) 88,684 ( 6,262,188 ) Balance as of December 31, 2022 7,875,813 $ 7,876 $ 50,102,729 $ ( 224,891 ) $ ( 37,622,680 ) $ 315,184 $ 12,578,218 Balance 7,875,813 $ 7,876 $ 50,102,729 $ ( 224,891 ) $ ( 37,622,680 ) $ 315,184 $ 12,578,218 Cancellation of shares resulting from termination of investment ( 300,000 ) ( 300 ) ( 7,205,700 ) - - - ( 7,206,000 ) Foreign currency translation - - - ( 85,278 ) - - ( 85,278 ) Net income (loss) for the year - - - - 1,073,585 ( 23,886 ) 1,049,699 Balance as of December 31, 2023 7,575,813 $ 7,576 $ 42,897,029 $ ( 310,169 ) $ ( 36,549,095 ) $ 291,298 $ 6,336,639 Balance 7,575,813 $ 7,576 $ 42,897,029 $ ( 310,169 ) $ ( 36,549,095 ) $ 291,298 $ 6,336,639 (1) Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 10-for-1 reverse stock split effected on July 28, 2022, on a retroactive basis as described in Note 1. See accompanying notes. F- 6 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022 (Expressed in U.S. Dollars) 2023 2022 Year ended December 31, 2023 2022 Cash flows from operating activities: Net income (loss) $ 1,049,699 $ ( 6,262,188 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation 144,088 154,487 Amortization of intangible assets 718 718 Amortization of operating lease right-of-use assets 89,695 83,297 Amortization of finance lease right-of-use asset 3,387 - Impairment of other receivable - related parties 60,000 606,250 Provision for credit losses 584,919 19,075 Impairment of goodwill - 263,247 Impairment of other investments-related parties 4,982,000 4,208,029 Reversal of impairment of other investment-related party ( 6,882,000 ) - Reversal of write-off notes receivable ( 600,000 ) ( 200,000 ) Gain on disposal of property and equipment ( 153 ) - Fair value gains of derivative liabilities associated with warrants ( 1 ) ( 9,934 ) Loss on deposit redemption - 87,489 Loss on disposal of other investments - 8,650 Gain on sale of real estate held for sale - ( 266,693 ) Changes in operating assets and liabilities: Accounts receivable ( 460,323 ) ( 157,227 ) Prepaids and other current assets 165,368 ( 600,778 ) Deferred costs of revenue 152,314 ( 45,312 ) Accounts payable and accrued liabilities ( 34,113 ) ( 28,686 ) Income tax payable ( 566 ) ( 1,484 ) Operating lease liabilities ( 90,910 ) ( 89,257 ) Deferred revenue ( 758,840 ) ( 172,452 ) Net cash used in operating activities ( 1,594,718 ) ( 2,402,769 ) Cash flows from investing activities: Purchase of property and equipment ( 85,069 ) ( 3,016 ) Proceeds from disposal of other investment 500 400 Purchase of other investments ( 500 ) ( 1,250 ) Initial payment of finance lease right-of-use asset ( 9,941 ) - Proceeds from real estate held for sale - 840,036 Proceeds from sale of property and equipment 370 - Net cash (used in) provided by investing activities ( 94,640 ) 836,170 Cash flows from financing activities: Principal payment of finance lease liabilities ( 1,902 ) - Advances to related parties ( 604,066 ) ( 64,579 ) Collection of notes receivable 600,000 200,000 Net cash (used in) provided by financing activities ( 5,968 ) 135,421 Effect of exchange rate changes in cash and cash equivalents 6,988 4,142 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 1,688,338 ) ( 1,427,036 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,911,535 5,338,571 CASH AND CASH EQUIVALENTS, END OF YEAR $ 2,223,197 $ 3,911,535 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income tax $ 7,374 $ 3,599 Cash paid for interest $ 729 $ - SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Balance payment of finance lease right-of-use asset by finance lease liabilities $ 18,957 $ - See accompanying notes. F- 7 GREENPRO CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022 (Expressed in U.S. Dollars) NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Greenpro Inc. (the “Company”) was incorporated on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro Capital Corp. The Company currently provides a wide range of business consulting and corporate advisory services including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. As part of our business consulting and corporate advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”) provides a business incubator for start-up and high growth companies during their critical growth period and focuses on investments in select start-up and high growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the and sale of real estate properties held for sale. Our focus is on companies located in South-East Asia and East Asia including Hong Kong, the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 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. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. Certain effects of reverse stock split On July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022. On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically converted into one outstanding share of Common Stock. As a result of the Reverse Stock Split, the number of the outstanding shares of Common Stock decreased from 78,671,688 (pre-split) shares to 7,875,813 (post-split) shares. In addition, by reducing the number of outstanding shares, the Company’s loss per share in all prior periods increased by a factor of 10. The Reverse Stock Split affected all shares of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split. In addition, the Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split, resulting in a reduction from 53,556 (pre-split) shares to 5,356 (post-split) shares (see Note 11). No fractional shares are issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 10, in lieu of a fractional share, are entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership interest. The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares of Common Stock remained the same after the Reverse Stock Split. As the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded at par value has been reclassified to additional paid-in-capital on a retroactive basis. All references to shares of Common Stock and per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect the Reverse Stock Split on a retroactive basis. COVID-19 pandemic and other global risks As 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. On March 10, 2023, the Federal Deposit Insurance Corporation took control and was appointed receiver of Silicon Valley Bank. While we did 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. It is 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. F- 8 Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and a majority-owned subsidiary which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100 %, the outside shareholders’ interests are shown as noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for 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 taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may 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 losses. 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 of default. 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: SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES As of and for the years ended, 2023 2022 Balance at beginning of year $ 25,677 $ 133,356 Charged to operating expenses 584,919 19,075 Write-offs of accounts receivable, net of recoveries 3 ( 126,754 ) Balance at end of year $ 610,599 $ 25,677 Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers . ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2). Cash and cash equivalents Cash consists of funds on hand and held in bank accounts. 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. On 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, 2023 2022 Cash and cash equivalents Denominated in United States Dollar $ 573,431 $ 2,234,242 Denominated in Hong Kong Dollar 1,175,384 1,201,076 Denominated in Chinese Renminbi 434,698 381,012 Denominated in Malaysian Ringgit 39,552 85,940 Denominated in Great British Pound 127 - Denominated in Singapore Dollar 5 65 Denominated in Euro - 9,200 Cash and cash equivalents $ 2,223,197 $ 3,911,535 Accounts receivable, net Accounts receivable is recorded at the invoiced amount less an allowance for any uncollectible accounts. Management reviews the adequacy of the allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. SCHEDULE OF ACCOUNTS RECEIVABLES As of December 31,   2023 2022 Accounts receivable, gross $ 655,537 $ 195,214 Less: Allowance for credit losses ( 610,599 ) ( 25,677 ) Accounts receivable, net $ 44,938 $ 169,537 F- 9 Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Categories Estimated useful life Office leasehold 27 years Furniture and fixtures 3 - 10 years Office equipment 3 - 10 years Leasehold improvement Over the shorter of estimated useful life or term of lease Office leasehold 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 lease term. 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 3). Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2023, and 2022, the Company determined there were no indicators of impairment of its property and equipment (see Note 3). Real estate held for sale Real estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell. The cost of real estate held for sale includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. We actively market all properties that are designated as held for sale. Real estate held for sale is not depreciated. In conducting its reviews for indicators of impairment, the Company evaluates, among other things, the margins on units already sold within the project, margins on units under contract but not closed, 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, 2023, and 2022, the Company determined there were no indicators of impairment of its real estate held for sale (see Note 4). Real estate held for investment, net Real estate held for investment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT USEFUL LIFE Categories Estimated useful life Office leasehold 50 years Furniture and fixtures 3 - 10 years Office equipment 3 - 10 years Leasehold improvement Shorter of the estimated useful life or term of lease Office leasehold includes in real estate held for investment representing three office units owned by the Company located in two commercial buildings in Kuala Lumpur, Malaysia. Depreciation 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). Management assesses the carrying value of real estate held for investment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2023, and 2022, the Company determined there were no indicators of impairment of its real estate held for investment (see Note 5). F- 10 Intangible assets, net Amortizable identifiable intangible assets are stated at cost less accumulated amortization and represent certain trademarks registered in USA, Hong Kong, China, and Singapore. Amortization is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE Categories Estimated useful life Trademarks 10 years Amortization expense was $ 718 for the years ended December 31, 2023, and 2022, respectively. The Company follows ASC 360 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. For the years ended December 31, 2023, and 2022, the Company determined there were no indicators of impairment of intangible assets (see Note 7). Goodwill Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform an annual impairment testing for its reporting units on December 31, of each fiscal year. During 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. For the year ended December 31, 2023, the Company determined there was no indicator of impairment, so no impairment was made. As a result, the value of its goodwill remains at $ 82,561 as of December 31, 2023 (see Note 7). Impairment of long-lived assets Long-lived assets primarily include property and equipment, real estate held for investment and intangible assets. In accordance with the provision of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. As of December 31, 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. Investments Investments in equity securities The Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The Company measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses. On December 31, 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, thirteen (13) investments in equity securities without readily determinable fair values were fully impaired and with $ nil value (see Note 6). On December 31, 2022, the Company had total twenty-seven (27) investments in equity securities without readily determinable fair values, all were related party investments with aggregate value of $ 5,406,106 . In which, eleven (11) investments in equity securities without readily determinable fair values were fully impaired and with $ nil value (see Note 6). Leases Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the initial recognition of operating lease right-of-use assets of $ 582,647 , lease liabilities for operating leases of $ 582,647 , and a zero cumulative-effect adjustment to accumulated deficit (see Note 8). F- 11 Derivative financial instruments Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate (see Note 9). Income taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain (see Note 12). The Company conducts major businesses in Hong Kong, China, and Malaysia, and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities. Net income (loss) per share Basic 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. On 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. Foreign currencies translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollars (“HK$”), which is also the respective functional currency of subsidiaries. In general, for consolidation purposes, if a subsidiary’s functional currency other than US$, its assets and liabilities are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Any gains or losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within equity. Translation of amounts from each foreign currency of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION As of and for the years ended December 31, 2023 2022 Period-end MYR : US$1 exchange rate 4.59 4.40 Period-average MYR : US$1 exchange rate 4.57 4.41 Period-end RMB : US$1 exchange rate 7.10 6.91 Period-average RMB : US$1 exchange rate 7.08 6.75 Period-end HK$ : US$1 exchange rate 7.81 7.81 Period-average HK$ : US$1 exchange rate 7.83 7.83 Exchange rate 7.83 7.83 Comprehensive income or loss Comprehensive 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. The Company’s accumulated other comprehensive income or loss consists of cumulative foreign currency translation adjustments. F- 12 Fair value of financial instruments The Company follows the guidance of the ASC 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: ● Level 1 : Observable inputs such as quoted prices in active markets; ● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, deferred costs of revenue and deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments. As of December 31, 2023, and 2022, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $ 0 and $ 1 , respectively (see Note 9). The following table sets forth a summary of the changes in the estimated fair value of our derivative during the years ended December 31, 2023, and 2022: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES As of and for the years ended, 2023 2022 Fair value at beginning of year $ 1 $ 9,935 Fair value gains of derivative liability associated with warrants ( 1 ) ( 9,934 ) Fair value at end of year $ - $ 1 Concentrations of risks For 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. For 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. For the year ended December 31, 2023, no vendor accounted for 10 % or more of the Company’s cost of revenues, and three vendors accounted for 73 % ( 52 %, 11 % and 10 %, respectively) of the Company’s accounts payable at year-end. For the year ended December 31, 2022, no vendor accounted for 10 % or more of the Company’s cost of revenues, and three vendors accounted for 59 % ( 29 %, 19 % and 11 %, respectively) of the Company’s accounts payable at year-end. Exchange rate risk The Company’s reporting currency is US$ but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when in translation to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to a substantial market risk. Risks and uncertainties Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the South-East Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak. Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard became effective for the Company beginning on January 1, 2023. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective January 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements. In 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. The 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 company. The Company has accordingly adopted ASUs 2019-05 in the preparation of its consolidated financial statements from January 1, 2023 . Based on 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 . Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. F- 13 NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), and revenue from leasing or trading of real estate properties (“real estate revenue”). Revenue from services For certain service contracts, we assist or provide advisory to clients in capital market listings (“listing services”), our services provided to clients are considered as our performance obligations. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation 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. For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“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. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. Revenue from leasing of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay in accordance with the terms in the lease agreements and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying asset. Revenue from trading of real estate properties The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of its real estate properties are considered a sale of a nonfinancial asset. Under ASC 610-20, the Company derecognizes its asset and recognizes a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. During 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. Cost of revenues Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property management fees, insurance, depreciation, and other related administrative costs. Utility expenses are paid directly by tenants. Cost of real estate properties sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred. The following tables provide information about disaggregated revenue based on revenue by service lines and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE For the years ended December 31, 2023 2022 Revenue by service lines: Corporate advisory – non-listing services $ 1,440,818 $ 1,419,843 Corporate advisory – listing services 1,938,778 1,305,623 Rental of real estate properties 98,068 108,495 Sale of real estate properties - 840,036 Total revenue $ 3,477,664 $ 3,673,997 For the years ended December 31, 2023 2022 Revenue by geographic area: Hong Kong $ 2,178,761 $ 2,046,846 Malaysia 336,539 397,705 China 962,364 1,229,446 Total revenue $ 3,477,664 $ 3,673,997 Deferred costs of revenue For 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. Deferred revenue For 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. As of December 31, 2023, and 2022, deferred costs of revenue or deferred revenue is classified as current assets or current liabilities and totaled, respectively: SCHEDULE OF DEFERRED REVENUE COST As of December 31, 2023 2022 Current assets Deferred costs of revenue $ 16,291 $ 168,605 Current liabilities Deferred revenue $ 1,075,404 $ 1,834,244 Changes in deferred revenue during 2023 and 2022 are as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE As of and for the years ended December 31, 2023 2022 Deferred revenue, beginning of year $ 1,834,244 $ 2,006,696 New contract liabilities 1,179,938 1,133,171 Performance obligations satisfied ( 1,938,778 ) ( 1,305,623 ) Deferred revenue, end of year $ 1,075,404 $ 1,834,244 F- 14 NOTE 3 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT NET As of December 31, 2023 2022 Property and equipment Office leasehold $ 3,008,413 $ 3,008,413 Furniture and fixtures 52,058 52,058 Office equipment 62,148 62,148 Leasehold improvement 92,566 92,566 3,215,185 3,215,185 Changes during the year: Add: Additions 85,069 - Less: Disposal ( 4,353 ) - Property and equipment, gross ending 3,295,901 3,215,185 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 701,618 ) ( 620,881 ) Depreciation for the year ( 118,963 ) ( 125,486 ) Disposal or write-off 4,136 - Effect of changes in exchange rate ( 65,918 ) 44,749 Accumulated depreciation, end of year ( 882,363 ) ( 701,618 ) Property and equipment, net $ 2,413,538 $ 2,513,567 Office leasehold under property and equipment represents three adjoining office units owned and used by the Company located in a commercial building in Shenzhen, China. The office leasehold is subject to a 50 -year land lease with a remaining term of 21 years and is being depreciated over the remaining lease term. 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. Depreciation 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. NOTE 4 - REAL ESTATE HELD FOR SALE On December 31, 2023, and 2022, real estate held for sale was valued $ 1,659,207 and $ 1,659,207 , respectively. Real estate held for sale represents multiple units in a building located in Hong Kong. During 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 . The property was developed for resale on a “unit by unit” basis and is stated at the lower of cost or estimated fair value, less estimated costs to sell. Real estate held for sale represents properties for which a committed plan to sell exists and an active program to market such properties has been initiated. NOTE 5 - REAL ESTATE HELD FOR INVESTMENT, NET SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET As of December 31, 2023 2022 Real estate held for investment Office leasehold $ 780,518 $ 780,518 Furniture and fixtures 51,721 51,721 Office equipment 16,534 16,534 Leasehold improvement 70,906 70,906 Real estate held for investment, gross 919,679 919,679 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 269,456 ) ( 254,066 ) Depreciation for the year ( 25,125 ) ( 29,001 ) Effect of changes in exchange rate ( 26,350 ) 13,611 Accumulated depreciation, end of year ( 320,931 ) ( 269,456 ) Real estate held for investment, net $ 598,748 $ 650,223 Real estate held for investment represents the Company’s three office units located in two commercial buildings in Malaysia. The adjoining office units and the other office unit in another building are currently rented to an unrelated tenant, respectively. Depreciation 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, 2023, and 2022, respectively. F- 15 NOTE 6 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of December 31, 2023 2022 Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party)  $ 11,981 $ 11,981 (2) Other related parties 88,125 5,394,125 Total $ 100,106 $ 5,406,106 Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. 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 OTC market. For 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. In addition, the Company recorded its equity securities without readily determinable fair values at cost. For these cost method investments, we recorded as other investments in our consolidated balance sheets. We reviewed all our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine fair value of these investments unless impairment indicators exist. 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. As of December 31, 2023, the carrying value of our cost method investments aggregated $ 100,106 . On December 31, 2023, and 2022, the carrying values of equity securities without readily determinable fair values are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES As of As of December 31, 2023 2022 Original cost Balance, beginning of year $ 15,537,964 $ 15,545,764 Additions during the year 500 1,250 Terminations, disposals or forfeitures during the year ( 7,206,500 ) ( 9,050 ) Balance, end of year 8,331,964 15,537,964 Accumulated impairment Balance, beginning of year ( 10,131,858 ) ( 5,923,829 ) Impairment during the year ( 4,982,000 ) ( 4,208,029 ) Reversal of impairment during the year 6,882,000 - Balance, end of year ( 8,231,858 ) ( 10,131,858 ) Net carrying values of equity securities without readily determinable fair values $ 100,106 $ 5,406,106 For 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. During 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. During 2023, one investment was sold back to investee at cost of $ 500 and a new investment was acquired at $ 500 , respectively. F- 16 Acquisition of other investments during 2023 Celmonze Wellness Corporation On 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. As of December 31, 2023, the Company recorded the investment in Celmonze at a historical cost of $ 500 under other investments. Termination or disposal of other investments during 2023 (a) Termination Innovest Energy Fund On February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and 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. On 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. (b) Disposal Simson Wellness Tech Corp. On 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. In July 2023, GVCL agreed with Simson’s repurchase request, sold back our 5,000,000 owned Simson shares to Simson at $ 500 . We received cash of $ 500 from Simson in exchange for our return of Simson shares. F- 17 Impairment of other investments during 2023 Millennium Fine Art Inc. On June 29, 2020, the Company entered into a purchase and sale agreement with its Wyoming incorporated subsidiary, Millennium Fine Art Inc. (“MFAI”). 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 later. A gain on disposal of $ 1,000,000 was recorded at the Company level but was eliminated upon consolidation. On 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. As 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. The 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. For 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. Ata Plus Sdn. Bhd. On 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. As 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. For 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. First Bullion Holdings, Inc. On October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr. Tang Ka Siu Johnny and First Bullion Holdings Inc. (“FBHI”). FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit cards, money lending, crypto trading, and securities token offerings, with corporate offices in the Philippines and Hong Kong. Pursuant to the agreement, GVCL agreed to acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 by issuing approximately 68,587 shares of the Company’s restricted Common Stock to Mr. Tang, which was based on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement. Pursuant to the agreement, Mr. Tang and FBHI also granted to GVCL an option for 180 days following the date of the agreement to purchase an additional 8 % of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $ 20,000,000 . In consideration of acquisition of the option, GVCL agreed to issue 25,000 shares of the Company’s restricted Common Stock to Mr. Tang, which shall constitute partial payment for the option should GVCL elect to exercise the option. On December 11, 2020, the Company issued 68,587 shares of its restricted Common Stock to two designees of Mr. Tang at $ 14.58 per share to acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 and issued 25,000 shares of its restricted Common Stock at $ 364,500 or $ 14.58 per share in partial consideration of the additional 8 % shareholdings of FBHI. On February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8 % of the shares sold under the agreement valued at $ 20,000,000 . On February 26, 2021, the Company issued an additional 34,259 shares of its restricted Common Stock to two designees of Mr. Tang at $ 27 per share (valued at approximately $ 925,000 ). 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. 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 of FHBI’s fair value was mainly due to a significant decrease of its revenue. Hence, the Company recorded an impairment loss of $ 2,043,500 for the year ended December 31, 2022. 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. F- 18 NOTE 7 - INTANGIBLE ASSETS AND GOODWILL Intangible assets, net SCHEDULE OF INTANGIBLE ASSETS As of December 31, Intangible assets 2023 2022 Trademarks $ 7,253 $ 7,253 Customer lists 344,500 344,500 Insurance agency license 129,032 129,032 Total intangible assets, gross 480,785 480,785 Less: Accumulated amortization Accumulated amortization, beginning of year ( 478,885 ) ( 478,160 ) Amortization during the year ( 718 ) ( 718 ) Effect of changes in exchange rate ( 1 ) ( 7 ) Accumulated amortization, end of year ( 479,604 ) ( 478,885 ) Intangible assets, net $ 1,181 $ 1,900 As 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. As 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. Amortization expense for intangible assets for the years ended December 31, 2023, and 2022 was $ 718 , respectively. Amortization for each year following December 31, 2023, is as follows: SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Year ending December 31, Trademarks 2024 $ 718 2025 463 Total $ 1,181 As of December 31, 2023, the accumulated amortization of intangible assets was $ 479,604 , and the net value of intangible assets was $ 1,181 . Goodwill SCHEDULE OF GOODWILL As of December 31, Goodwill 2023 2022 Falcon Accounting & Secretaries Limited $ 319,726 $ 319,726 Greenpro Capital Village Sdn. Bhd. 26,082 26,082 Goodwill 345,808 345,808 Less: Accumulated impairment Accumulated impairment, beginning of year ( 263,247 ) - Impairment during the year - ( 263,247 ) Accumulated impairment, end of year ( 263,247 ) ( 263,247 ) Goodwill, after impairment $ 82,561 $ 82,561 The 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. Bhd. (“GCVSB”) in 2021, respectively. Collectively, the Company’s goodwill totaled $ 345,808 . Goodwill is not amortized but tested for any indicator of impairment annually. During 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. During 2023, the Company conducted the annual impairment test and concluded that there was no indicator of impairment for the goodwill derived 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. For the years ended December 31, 2023, and 2022, $ 0 and $ 263,247 of impairment of goodwill was made, respectively. As 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. F- 19 NOTE 8 - LEASES As 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. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease costs and supplemental cash flow information related to operating leases and finance leases are as follows: SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 For the years ended December 31, 2023 2022 Lease costs Operating lease costs: Rental expenses (1) $ 94,999 $ 85,989 Other rental expenses (2) 19,402 26,915 Total Operating lease costs 114,401 112,904 Finance lease costs: Interest expenses $ 729 $ - Total Finance lease costs 729 - Total lease costs $ 115,130 $ 112,904 Other information Cash paid for amounts included in the measurement of lease liabilities: Rental payment - operating leases $ 96,211 $ 91,919 Interest repayment - finance leases 729 - Principal repayment - finance leases 1,902 - Total cash paid $ 98,842 $ 91,919 Non-cash activity: Balance payment of ROU asset by finance lease liabilities $ 18,957 $ - Weighted average remaining lease term (in years): Operating leases 1.20 0.21 Finance leases 4.42 - Weighted average discount rate: Operating leases 4.0 % 4.0 % Finance leases 6.9 % - (1) Rental 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. (2) Other rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related to the leases. The supplemental balance sheet information related to leases during the past two years is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES 2023 2022 As of December 31, 2023 2022 Assets Long-term operating lease ROU assets, net (1) $ 114,551 $ 17,510 Long-term finance lease ROU asset, net (2) 25,527 - Total ROU assets $ 140,078 $ 17,510 Liabilities Current portion of operating lease liabilities $ 94,726 $ 18,725 Current portion of finance lease liabilities 3,426 - Total current lease liabilities 98,152 18,725 Long-term operating lease liabilities 19,825 - Long-term finance lease liabilities 13,638 - Total long-term lease liabilities 33,463 - Total lease liabilities $ 131,615 $ 18,725 (1) Operating 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. (2) Finance lease ROU asset is measured at cost of $ 28,898 less accumulated amortization of $ 3,371 as of December 31, 2023. Maturities of the Company’s lease liabilities as of December 31, 2023 are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating leases Finance leases Year ending December 31, 2024 97,583 4,490 2025 19,936 4,490 2026 - 4,490 2027 - 4,490 2028 - 1,868 Total future minimum lease payments 117,519 19,828 Less: Imputed interest/present value discount ( 2,968 ) ( 2,764 ) Present value of lease liabilities $ 114,551 $ 17,064 Lease obligations Current lease obligations $ 94,726 $ 3,426 Long-term lease obligations 19,825 13,638 Total lease obligations $ 114,551 $ 17,064 For 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 . F- 20 NOTE 9 - DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE LIABILITIES As of and for the years ended, 2023 2022 Fair value at beginning of year $ 1 $ 9,935 Fair value gains of derivative liability associated with warrants ( 1 ) ( 9,934 ) Fair value at end of year $ - $ 1 Warrants On June 12, 2018, warrants exercisable into 53,556 shares of the Company’s Common Stock were issued as placement agent fees related to the Company’s sale of Common Stock (see Note 11). The strike price of warrants issued by the Company is denominated in US dollars. As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of the warrants as a derivative liability upon issuance. The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement of operations. On July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022. The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. As a result of the Reverse Stock Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split) shares (see Note 11). Warrant 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. At 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. During the year ended December 31, 2023, the Company recorded a decrease in fair value of derivatives of $ 1 . The balance of the derivative liabilities related to warrants was $ 0 and $ 1 at December 31, 2023 and 2022, respectively. The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: SCHEDULE OF ESTIMATED DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS As of June 12, 2023 (expiration) As of December 31, 2022 Risk-free interest rate $ 3.87 % $ 3.97 % Expected volatility 162 % 168 % Contractual life (in years) 0.0 years 0.4 years Expected dividend yield 0.00 % 0.00 % Fair value of warrants $ - $ 1 The risk-free interest rate is based on the yield available on U.S. Treasury securities. The Company estimates volatility based on the historical volatility of its Common Stock. The expected life of the warrants is based on the expiration date of the warrants. The expected dividend yield was based on the fact the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. On 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. For the year ended December 31, 2023, the Company recognized a gain of $ 1 associated with the revaluation of above derivative liability. F- 21 NOTE 10 - STOCKHOLDERS’ EQUITY Our authorized capital consists, of 600,000,000 shares, of which 500,000,000 shares are designated as shares of Common Stock, par value $ 0.0001 per share, and 100,000,000 shares are designated as shares of preferred stock, par value $ 0.0001 per share. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the Board of Directors before the issuance of any shares of preferred stock in such series. Cancellation of shares in 2023 On February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and 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. On 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. Reverse stock split in 2022 On July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022. On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically converted into one outstanding share of Common Stock. The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership interest. The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares of Common Stock remained the same after the Reverse Stock Split. As the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded at par value has been reclassified to additional paid-in-capital on a retroactive basis. All references to shares of Common Stock and per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect the Reverse Stock Split on a retroactive basis. During 2023 and 2022, the Company did not any issue any shares of its Common Stock. F- 22 NOTE 11 – WARRANTS On 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. On July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022. The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. As a result of the Reverse Stock Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split) shares (see Note 9) and the exercise price of the warrants was adjusted from $ 7.2 (pre-split) per share to $ 72 (post-split) per share. Warrant 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. A summary of warrants to purchase Common Stock issued during the years ended December 31, 2023, and 2022 is as follows: SUMMARY OF WARRANTS ACTIVITY Shares Weighted Average Exercise Price Balance outstanding as of January 1, 2022 5,356 $ 72 Granted - - Exercised - - Expired - - Balance outstanding and exercisable as of December 31, 2022 5,356 72 Granted - - Exercised - - Expired ( 5,356 ) ( 72 ) Balance outstanding and exercisable as of December 31, 2023 - $ - On 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. At of December 31, 2023, the value of the warrants was $ nil as all warrants expired, and hence, no warrants were outstanding and exercisable. F- 23 NOTE 12 - INCOME TAXES Provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES For the years ended December 31, 2023 2022 Current: – Local $ - $ - – Foreign: Hong Kong - - The PRC 6,829 2,356 Malaysia - - Deferred: – Local - - – Foreign - - $ 6,829 $ 2,356 A summary of local (United States) and foreign loss before income taxes was comprised of the following: SCHEDULE OF LOSS BEFORE INCOME TAXES For the years ended December 31, 2023 2022 Tax jurisdictions from: – United States $ ( 4,093,463 ) $ ( 727,898 ) – Foreign, representing: Hong Kong ( 345,251 ) 73,114 The PRC ( 265 ) 248,199 Malaysia ( 47,494 ) ( 101,077 ) Labuan ( 342,489 ) ( 42,826 ) Other (primarily nontaxable jurisdictions) 5,885,490 ( 5,709,344 ) Income (loss) before income taxes $ 1,056,528 $ ( 6,259,832 ) Effective and Statutory Rate Reconciliation The 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 2023 2022 For the years ended December 31, 2023 2022 Statutory tax rate 21.0 % 21.0 % Impairment of goodwill, intangible assets, and investments - % - % Change in income tax valuation allowance ( 20.3 )% ( 21.0 )% Effective tax rate 0.7 % 0.0 % The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the years presented, the Company has several subsidiaries that operate in different countries and are subject to tax in the jurisdictions in which its subsidiaries operate, as follows: The significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand): SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2023 2022 As of December 31, 2023 2022 Deferred tax assets Impairment of goodwill, intangible assets, and investments $ 832,000 $ 832,000 Financing costs 974,000 974,000 Operating lease liability 24,000 4,000 Finance lease liability 4,000 - Accounts receivable allowance 128,000 5,000 Net operating loss (NOL) carryforwards: – United States of America 4,778,000 3,918,000 – Hong Kong 558,000 504,000 – The PRC 559,000 557,000 – Malaysia 226,000 217,000 – Labuan 12,000 1,000 Net operating loss (NOL) carryforwards Gross deferred tax assets 8,095,000 7,012,000 Less: valuation allowance ( 8,066,000 ) ( 7,006,000 ) Total deferred tax assets 29,000 6,000 Deferred tax liabilities Change in fair value of derivative liabilities - 2,000 Operating lease right-of-use asset 24,000 4,000 Finance lease right-of-use asset 5,000 - Total deferred tax liabilities 29,000 6,000 Net deferred tax asset (liability) $ - $ - F- 24 The Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future. Accordingly, 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. For 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. United States of America The Company is registered in the State of Nevada and is subject to United States of America tax law. For the years ended December 31, 2023, and 2022, the operations in the United States of America incurred a net operating loss (NOL) of $ 4,093,000 and $ 728,000 , respectively. As of December 31, 2023, the cumulative net operating losses (NOLs) were $ 22,753,000 which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037, if unutilized. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 % on their assessable income for the tax year. For the 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 . As of December 31, 2023, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $ 2,651,000 . The cumulative NOLs can be carried forward indefinitely to offset future taxable income. The PRC The Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25 %. For the 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 . As 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. A partial NOL carryforwards begin to expire in 2024, if unutilized. Malaysia 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. For the years ended December 31, 2023, and 2022, the subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 47,000 and $ 101,000 , respectively. As of December 31, 2023, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,132,000 which can be carried forward indefinitely to offset taxable income in future. Labuan The 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. For 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. As of December 31, 2023, the operations in Labuan had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 385,000 which can be carried forward indefinitely to offset taxable income in future. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from all the Company’s net operating loss carryforwards as the Company believes it is more likely than not that these deferred tax assets will not be fully realized in the future. F- 25 NOTE 13 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Accounts receivable from related parties: December 31, 2023 December 31, 2022 Accounts receivable, net - Related party B (net of allowance of $ 379,542 and $ 1,750 as of December 31, 2023, and 2022, respectively) $ - $ 129,250 - Related party K (net of allowance of $ 0 and $ 2 as of December 31, 2023, and 2022, respectively) - 42 Total $ - $ 129,292 Prepaid to a related party: December 31, 2023 December 31, 2022 Prepayment - Related party B $ - $ 80,000 Total $ - $ 80,000 Due from related parties: December 31, 2023 December 31, 2022 Due from related parties - Related party B $ 25,932 $ 4,708 - Related party D 723,889 200,000 - Related party G 1,032 1,064 - Related party H - 60,000 - Related party I 7 - Total $ 750,860 $ 265,772 Due from related parties $ 750,860 $ 265,772 The amounts due from related parties are interest-free, unsecured and have no fixed terms of repayment. SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: December 31, 2023 December 31, 2022 Due to related parties - Related party A $ 30,238 $ 47,135 - Related party B 19,906 2,275 - Related party E 844 - - Related party J 336,636 390,333 - Related party K 1,650 8,508 Total $ 389,274 $ 448,251 Due to related parties $ 389,274 $ 448,251 The amounts due to related parties are interest-free, unsecured and repayable on demand. SCHEDULE 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 $ - $ 11,640 Deferred cost of revenue to a related party $ - $ 11,640 Deferred revenue from related parties: December 31, 2023 December 31, 2022 Deferred revenue from related parties - Related party B $ 157,500 $ 749,400 - Related party E - 100,000 Total $ 157,500 $ 849,400 Deferred revenue from related parties $ 157,500 $ 849,400 Income from or expenses to related parties: 2023 2022 For the years ended December 31, Income from or expenses to related parties: 2023 2022 Service revenue from related parties - Related party A $ 3,647 $ 147,269 - Related party B 1,120,805 463,304 - Related party D 35,358 30,923 - Related party E 258,251 8,865 - Related party G 7,351 13,664 - Related party I - 1,089 - Related party K 165 89 Total $ 1,425,577 $ 665,203 Service revenue from related parties $ 1,425,577 $ 665,203 Cost of revenues to a related party - Related party B $ 23,280 $ - Cost of revenues to a related party $ 23,280 $ - General and administrative expenses to related parties - Related party A $ - $ 9,287 - Related party B 24,844 125,286 - Related party D 44,475 - - Related party I 15,762 16,334 - Related party K 37,799 42,895 Total $ 122,880 $ 193,802 General and administrative expenses to related parties $ 122,880 $ 193,802 Other income from related parties - Related party B $ 38,747 $ 1,356 - Related party D 8,862 4,494 Total $ 47,609 $ 5,850 Other income from related parties $ 47,609 $ 5,850 Reversal of impairment of related party investment: - Related party B $ 6,882,000 $ - Reversal of impairment (impairment) of other investment $ 6,882,000 $ - Impairment of related party investments: - Related party B $ 4,982,000 $ 4,208,029 Impairment of related party investments $ 4,982,000 $ 4,208,029 Impairment of other receivable from related parties: - Related party D $ - $ 606,250 - Related party H 60,000 - Total $ 60,000 $ 606,250 Impairment of other receivable from related parties $ 60,000 $ 606,250 F- 26 Related party A is under common control of Mr. Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder. Related party B represents companies where the Company owns a respective percentage ranging from 1% to 18% interests in those companies. Related party C is controlled by a director of some wholly owned subsidiaries of the Company. Related party D represents companies that we have determined that we can significantly influence based on our common business relationships. Related party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder of the Company. Related party F represents a family member or members of Mr. Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder. Related party G is under common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder. Related party H represents a company in which we currently have an approximate 48 % equity-method investment. On December 31, 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 . Related party I is controlled by a family member of Mr. Lee Chong Kung, the Company’s CEO, and a major shareholder. Related party J represents the noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale. The amounts due to related party J are unsecured, bear no interest, are payable on demand, and related to the initial acquisition of the real estate held for sale. Related party K represents shareholders and directors of the Company. Due 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. F- 27 NOTE 14 - SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: service business and real estate business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. The Company operates two reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Real estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION Real estate business Service business Corporate Total For the year ended December 31, 2023 Real estate business Service business Corporate Total Revenues $ 98,068 $ 3,379,596 $ - $ 3,477,664 Cost of revenues ( 36,613 ) ( 534,965 ) - ( 571,578 ) Reversal of impairment of investment - - 6,882,000 6,882,000 Reversal of write-off notes receivable - - 600,000 600,000 Depreciation and amortization ( 29,982 ) ( 207,520 ) ( 386 ) ( 237,888 ) Impairment of other receivable - - ( 60,000 ) ( 60,000 ) Impairment of investments - - ( 4,982,000 ) ( 4,982,000 ) Net income (loss) ( 59,715 ) ( 857,609 ) 1,967,023 1,049,699 Total assets 1,703,618 5,189,914 1,764,488 8,658,020 Capital expenditures for long-lived assets $ - $ 113,967 $ - $ 113,967 Real estate business Service business Corporate Total For the year ended December 31, 2022 Real estate business Service business Corporate Total Revenues $ 948,531 $ 2,725,466 $ - $ 3,673,997 Cost of revenues ( 619,426 ) ( 404,077 ) - ( 1,023,503 ) Reversal of write-off notes receivable - - 200,000 200,000 Depreciation and amortization ( 30,874 ) ( 203,508 ) ( 4,120 ) ( 238,502 ) Impairment of goodwill - - ( 263,247 ) ( 263,247 ) Impairment of other receivable - - ( 606,250 ) ( 606,250 ) Impairment of investments - - ( 4,208,029 ) ( 4,208,029 ) Net income (loss) 221,712 ( 620,880 ) ( 5,863,020 ) ( 6,262,188 ) Total assets 1,851,373 5,995,114 7,792,719 15,639,206 Capital expenditures for long-lived assets $ - $ 3,016 $ - $ 3,016 F- 28 (b) By Geography* Hong Kong Malaysia China Total For the year ended December 31, 2023 Hong Kong Malaysia China Total Revenues * $ 2,178,761 $ 336,539 $ 962,364 $ 3,477,664 Cost of revenues * ( 272,758 ) ( 169,245 ) ( 129,575 ) ( 571,578 ) Reversal of impairment of investment * 6,882,000 - - 6,882,000 Reversal of write-off notes receivable * 600,000 - - 600,000 Depreciation and amortization * ( 97,231 ) ( 34,263 ) ( 106,394 ) ( 237,888 ) Impairment of other receivable * ( 60,000 ) - - ( 60,000 ) Impairment of investments * ( 4,882,000 ) - - ( 4,882,000 ) Net income (loss) * 1,252,158 ( 517,533 ) 315,074 1,049,699 Total assets * 4,499,800 1,534,064 2,624,156 8,658,020 Capital expenditures for long-lived assets * $ 1,549 $ 110,869 $ 1,549 $ 113,967 Hong Kong Malaysia China Total For the year ended December 31, 2022 Hong Kong Malaysia China Total Revenues * $ 2,046,846 $ 397,705 $ 1,229,446 $ 3,673,997 Cost of revenues * ( 659,126 ) ( 221,442 ) ( 142,935 ) ( 1,023,503 ) Reversal of write-off notes receivable * 200,000 - - 200,000 Depreciation and amortization * ( 94,237 ) ( 30,874 ) ( 113,391 ) ( 238,502 ) Impairment of goodwill * ( 263,247 ) - - ( 263,247 ) Impairment of other receivable * ( 606,250 ) - - ( 606,250 ) Impairment of investments * ( 4,208,029 ) - - ( 4,208,029 ) Net income (loss) * ( 6,329,749 ) ( 178,618 ) 246,179 ( 6,262,188 ) Total assets * 10,786,359 1,969,298 2,883,549 15,639,206 Capital expenditures for long-lived assets * $ - $ 1,226 $ 1,790 $ 3,016 * Revenues and costs are attributed to countries based on the location of customers. 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