What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-04-09 · 400 added, 296 removed, 55 unchanged (93% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2025, and 2024,

2023, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

in this Annual Report.

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

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

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

this Annual Report.

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

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

statements that involve risks, uncertainties, and assumptions.

As a result of many factors, including those factors set forth in the

“Risk Factors” section of this Annual Report, our actual results could differ materially from the results described in or

implied by the forward-looking statements contained in this Annual Report.

As a result of many factors, including those factors set forth in the “Risk

Factors” section of this Annual Report, our actual results could differ materially from the results described in or implied by the

forward-looking statements contained in this Annual Report.

Company Overview

Capital Corp.

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to our clients, and we believe that our clients can reduce their business costs and improve their revenues.

addition to our business solution services, we also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla

One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high-growth

companies to support such companies during critical growth periods, which will include education and support services, and (2) searching

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

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

and Singapore.

Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment

of our Labuan subsidiaries, Green-X Corp.

(“Green-X”), was approved and compliant with all the requirements by Labuan Financial

Services Authority (Lembaga Perkhidmatan Kewangan Labuan) in 2022 to establish a platform under Part IX of the Labuan Financial Services

and Securities Act 2010 (LFSSA), pursuant to Section 134 of the LFSSA.

is a platform operator licensed under the LFSSA whereby security token issuers (“Issuers”) offer their security tokens

for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X

DAX”) platform.

In addition to our business solution

services, we also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation.

One of our venture

capital business segments focuses on (1) establishing a business incubator for start-up and high-growth companies to support such companies

during critical growth periods, which will include education and support services, and (2) searching for investment opportunities in selected

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

Our venture capital business focuses on companies

located in Southeast Asia and East Asia, including Hong Kong, China, Malaysia, Thailand, and Singapore.

Another venture capital business

segment focuses on rental activities of commercial properties and the sale of investment properties.

One of our Labuan subsidiaries,

Green-X Corp.

(“Green-X”), was approved and compliant with all the requirements by Labuan Financial Services Authority (Lembaga

Perkhidmatan Kewangan Labuan) in 2022 to establish a platform under Part IX of the Labuan Financial Services and Securities Act 2010 (LFSSA),

pursuant to Section 134 of the LFSSA.

is a platform operator licensed under the LFSSA whereby security token issuers (“Issuers”) offer their security tokens for

subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”)

ISRA International Consulting Sdn.

(“ISRA Consulting/Shariah Adviser of the platform”) is

(“ISRA Consulting” or “Shariah Adviser of the platform”) is

responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations.

Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023.

Pronouncement was valid for one (1) renewable year from the signing date it was born.

Following the expiration of the Pronouncement,

ISRA Consulting conducted a Shariah review exercise in preparation for its renewal.

The Shariah review followed a specific

methodology and serves as the basis for the renewal decision.

Pursuant to the Shariah review, the Green-X DAX platform’s

operations and related documents complied with the principles of Shariah, the Pronouncement was renewed on September 20,

of Operations

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

ISRA Consulting issued a Shariah

pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023.

The Pronouncement was valid for one (1)

renewable year from the signing date.

Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise

in preparation for its renewal.

The Shariah review followed a specific methodology and serves as the basis for the renewal decision.

Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah.

The Pronouncement was renewed on September 20, 2024, and is subject to further renewal from September 20, 2025, for one (1) year.

of the date of the report, the renewal process is still in progress.

Results of Operations

For information regarding our

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

the years ended December 31, 2025, and 2024, we principally operated in three regions:

3 unchanged sentences

properties, respectively.

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

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

Year ended December 31,

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OPERATING EXPENSES:

General and administrative (including $149,817 and $122,880 of general and administrative expenses to related parties for the years ended December 31, 2024, and 2023, respectively)

General and administrative expenses (including $145,505 and $149,817 of general and administrative expenses to related parties for the years ended December 31, 2025, and 2024, respectively)

LOSS FROM OPERATIONS

of the years ended December 31, 2024, and 2023

revenue was $3,496,405 and $3,477,664 for the years ended December 31, 2024, and 2023, respectively.

increase of revenue was mainly due to the revenue generated from our digital platform and trading of digital assets of $327,802 during

the year ended December 31, 2024.

We expect revenue from our new business segment to steadily improve as we are expanding into the digital

Business Revenue

from the provision of business services was $3,091,903 and $3,379,596 for the years ended December 31, 2024, and 2023, respectively.

It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting,

and financial analysis services.

We expect revenue from our business services segment to recovery slightly as we are exploring

from digital platforms and trading digital assets was $327,802 and $0 for the years ended December 31, 2024, and 2023, respectively.

was derived from the digital platform service of $195,881 and the trading of digital assets of $131,921, respectively, during 2024.

Estate Business

$ (2,152,416 )

Comparison of the years

ended December 31, 2025, and 2024

Total Revenues

Total revenue was $2,073,557 and

$3,496,405 for the years ended December 31, 2025, and 2024, respectively.

The decrease of $1,422,848 was

primarily due to a decrease in service business revenue during the year ended December 31, 2025.

We expect revenue from our service business

to recover slightly as we are exploring new markets.

Service Business Revenue

Revenue from the provision of

business services was $1,843,968 and $3,091,903 for the years ended December 31, 2025, and 2024, respectively.

It was derived principally

from the provision of business consulting and advisory services, as well as company secretarial, accounting, and financial analysis services.

We experienced a decrease in service business revenue as fewer corporate advisory services including both listing and non-listing services

were rendered during 2025.

Digital Revenue

from the digital platform and trading was $168,240 and $327,802 for the years ended December 31, 2025, and 2024, respectively.

derived from the sale of our digital assets, GX Token, of $752 and provision of platform services and trading of other digital assets

of $167,488 for the year ended December 31, 2025, and the sale of GX Token of $131,921 and provision of platform services and trading

of other digital assets of $195,881 for the year ended December 31, 2024, respectively.

We experienced a decrease in digital revenue as

a drop in income from both the sales of GX Token and the platform services during 2025.

Real Estate Business

from rentals was $61,349 and $76,700 for the years ended December 31, 2025, and 2024, respectively.

It was derived principally from leasing

properties in Hong Kong and Malaysia.

We expect our rental income will be stable.

It was derived from the leasing properties

in Malaysia and Hong Kong.

We expect our rental income to be stable.

of Properties

was no revenue generated from the sale of real estate properties for the year ended December 31, 2024, and 2023, respectively.

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

Accordingly, we expect

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

Operating Costs and Expenses

was no revenue generated from the sale of real estate properties for the years ended December 31, 2025, and 2024, respectively.

Total Operating Costs

operating costs and expenses were $4,225,973 and $4,465,683 for the years ended December 31, 2025, and 2024, respectively.

of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative expenses “G&A”.

from operations was $969,278 and $1,503,178 for the years ended December 31, 2024, and 2023, respectively.

The decrease in loss from

operations was mainly due to an increase in gross profit from our digital business of $279,307 and a decrease in G&A expenses of

$370,021 for the year ended December 31, 2024.

of business services revenue

cost of revenue for the provision of business services was $355,120 and $534,965 for the years ended December 31, 2024, and 2023,

respectively.

It primarily consists of employee compensation and related payroll benefits, company formation costs and other

professional fees directly attributable to costs related to the services rendered.

of digital revenue

of revenue for the provision of digital platform services and trading of digital assets was $48,495 and $0 for the years ended

December 31, 2024, and 2023, respectively.

It primarily consists of the cost of technical advisory and IT support to

blockchain-based services directly attributable to the cost of digital platforms and digital assets.

of rental revenue

of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative (“G&A”) expenses.

The Company incurred $3,818,580 and $4,039,243 of G&A expenses for the years ended December 31, 2025, and 2024, respectively.

from operations for the years ended December 31, 2025, and 2024 was $2,152,416 and $969,278, respectively.

The increase in the loss from

operations was mainly due to a decrease in our service business revenue of $1,247,935 during 2025.

Cost of Service Business

of revenue from the provision of services was $351,491 and $355,120 for the years ended December 31, 2025, and 2024, respectively.

primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees, directly

attributable to costs related to the services rendered.

We experienced

a slight decrease in other professional fees directly attributable to the provision of services for the year ended December 31, 2025.

Cost of Digital Revenue

of revenue for the provision of digital platform services and trading of digital assets was $41,509 and $48,495 for the years ended December

31, 2025, and 2024, respectively.

It primarily consists of the cost of technical advisory and IT support to blockchain-based services,

directly attributable to the cost of digital platforms and digital assets.

Cost of Rental Revenue

of rental revenue was $14,393 and $22,825 for the years ended December 31, 2025, and 2024, respectively.

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A decrease in the cost of rental revenue was mainly due to

40% of FWIL’s real estate properties being distributed to its NCI in April 2024.

As a result, fewer property units were available

for leasing and lower costs were incurred.

of real estate properties sold

40% of our Hong Kong subsidiary’s real estate properties being distributed to its non-controlling interest in April 2024.

fewer property units were available for leasing and lower costs were incurred during 2025.

Cost of Real Estate Properties

the years ended December 31, 2025, and 2024, no real estate property was sold, and hence no cost was incurred.

and Administrative Expenses

and administrative (“G&A”) expenses were $4,039,243 and $4,409,264 for the years ended December 31, 2024, and 2023, respectively.

In 2024, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,492,531, directors’ salaries

and compensation of $720,658, advertising and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223,

rent and rates of $114,208, and audit, legal, and other professional fees of $447,342.

In 2023, our G&A expenses primarily consisted

of employees’ salaries and allowances of $1,409,361, directors’ salaries and compensation of $702,685, advertising and marketing

of $189,536, consulting fee of $163,783, provision for credit losses of $584,919, rent and rates of $114,401, and audit, legal, and other

professional fees of $497,919.

The decreased G&A expense of $370,021 was mainly derived from the decrease of provision for credit

losses of $494,696 offset by the increase of employees’ salaries and allowances of $83,170 during the same period from 2023 to

We expect our G&A expenses will slightly increase as we are developing our digital platform businesses through our Labuan subsidiary,

Green-X Corp.

and digital banking businesses through Global Business Hub Limited, a newly acquired subsidiary in Labuan.

Income or Expenses

other income was $247,890 and $2,559,706 for the year ended December 31, 2024, and 2023, respectively.

In 2024, net other income

mainly consisted of other income from gain on disposal of investments of $324,917, gain on disposal of real estate held for

investment of $21,634 and interest income of $19,161, while other expenses mainly consisted of impairment of other investments of

$87,425 and impairment of goodwill of $82,561.

In 2023, other income mainly consisted of a reversal of impairment of the other

investment of $6,882,000, a reversal of write-off notes receivable of $600,000 and interest income of $41,401, while other expenses

mainly consisted of impairment of other investments of $4,982,000 and impairment of the other receivable of $60,000.

Loss Attributable to Noncontrolling Interests

Company recorded a net loss attributable to noncontrolling interest in the consolidated statements of operations for a

non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited

(“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.

Company has been a 60% shareholder of FWIL since inception.

April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by distribution of 40% of FWIL’s real estate

properties for consideration of its acquisition and settlement of loan from the NCI (the “Acquisition”).

the Acquisition, FWIL becomes the wholly owned subsidiary of the Company and no profit or loss attributable to the NCI thereafter.

Company recorded net losses attributable to noncontrolling interests of $10,543 and $23,886 for the years ended December 31, 2024, and

2023, respectively.

The amount of $10,543 represents the share of net loss attributable to the NCI prior to the Acquisition.

and 2023, the net loss attributable to noncontrolling interests was primarily due to a net loss incurred by FWIL and its share of loss

allocated to the noncontrolling interests.

Income (Loss)

loss was $725,827 for the year ended December 31, 2024, while net income was $1,049,699 for the year ended December 31, 2023.

2023, net income was mainly derived from a reversal of impairment of other investment of $6,882,000 and a reversal of write-off

notes receivable of $600,000, but no such reversals occurred during 2024.

General and Administrative

G&A expenses were $3,818,580

and $4,039,243 for the years ended December 31, 2025, and 2024, respectively.

In 2025, our G&A expenses primarily consisted of staff

costs of $1,508,563, directors’ salaries and compensation of $717,424, advertising and marketing of $116,347, consulting fee of

$294,234, IT expenses of $120,101, rent and rates of $113,351, and audit, legal, and other professional fees of $451,553.

G&A expenses primarily consisted of staff costs of $1,618,143, directors’ salaries and compensation of $720,658, advertising

and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223, rent and rates of $114,208, and audit,

legal, and other professional fees of $447,342.

The decreased G&A expense of $220,663 was mainly derived from the decrease in staff

costs of $109,580 and advertising and marketing of $145,979 and provision for credit losses of $91,048, offset by the increase of consulting

fee of $152,722 during 2025.

We expect our G&A expenses to slightly increase as we are developing our digital platform business through

our Labuan subsidiary, Green-X Corp., and the digital banking businesses through another Labuan subsidiary, Global Business Hub Limited.

Other Income or Expenses

Net other expenses were $817,676 for the year ended

December 31,2025, while net other income was $247,890 for the year ended December 31, 2024.

In 2025, net other expenses mainly consisted

of impairment of property and equipment of $813,552 and impairment of real estate held for sale of $96,846, offset by a gain on disposal

of investment of $39,800.

In 2024, the net other income mainly consisted of other income from a gain on disposal of investments of $324,917,

a gain on disposal of real estate held for investment of $21,634 and interest income of $19,161, offset by impairment of other investments

of $87,425 and impairment of goodwill of $82,561.

Net Loss Attributable

to Non-controlling Interest

recorded net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest

(the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged

in trading and leasing of properties in Hong Kong.

had been a 60% shareholder of FWIL since its inception.

On April 15, 2024, the Company

acquired the remaining 40% shares of FWIL from the NCI by the distribution of 40% of FWIL’s real estate properties for consideration

of its acquisition and settlement of a loan from the NCI (the “Acquisition”).

After the Acquisition, FWIL becomes

the wholly owned subsidiary of the Company, and hence no profit or loss was attributable to the NCI thereafter.

The Company recorded a net loss

attributable to the NCI of $10,543 for the year ended December 31, 2024.

was $2,982,333 and $725,827 for the years ended December 31, 2025, and 2024, respectively.

The increase in net loss was mainly due to

a decreased service business revenue of $1,247,935, impairment of property of equipment of $813,552 and impairment of real estate held

for sale of $96,846 during 2025, while no such impairments in 2024.

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

than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for

the year ended December 31, 2024 that are reasonably likely to have a material adverse effect on our financial condition, changes in

our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would

cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Sheet Arrangements

have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

resources that are material to our stockholders as of December 31, 2024.

of December 31, 2024, one of our subsidiaries, leases one office in Hong Kong under a non-cancellable operating lease, with a term of

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

December 31, 2024, the future minimum rental payment under this lease in the aggregate is approximately $20,041 and is due as follows:

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

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

Other than as disclosed elsewhere

in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025

that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues

or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial

information to be not necessarily indicative of future operating results or financial conditions.

Off-Balance Sheet Arrangements

no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to our stockholders as of December 31, 2025.

Contractual Obligations

December 31, 2025, one of our subsidiaries has an operating lease agreement for one office space in Hong Kong with a non-cancellable term

of two years from March 15, 2023, to March 14, 2025, and a cancellable term of one year from March 15, 2025, to March 14, 2026.

31, 2025, the future minimum rental payments under this lease in the aggregate is approximately $20,001 and is due in the first quarter

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

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

As of December 31, 2025,

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$5,077, 2027:

$4,609 and 2027 and thereafter:

Party Transactions

the years ended December 31, 2024, and 2023, related party service revenue totaled $364,336 and $1,425,577, respectively.

2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”)

of $149,459 and REBLOOD Biotech Corp.

(“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related

party service revenue and 7% of the service revenue for the year ended December 31, 2024, respectively.

2023, related party service revenue principally includes the service revenue generated from Angkasa-X Holdings Corp.

(“Angkasa-X”)

of $354,116, catTHIS Holdings Corp.

(“catTHIS”) of $326,195, Leader Capital Holdings Corp.

of $258,250, Simson Wellness Tech.

of $191,218 and Hypercube Inc.

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

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

the year ended December 31, 2024, digital revenue from related parties totaled $21,000.

2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr.

Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December

the years ended December 31, 2024, and 2023, cost of service revenue to related parties was $10,934 and $23,280, respectively.

2024, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,054,

Falcon Consulting Limited (“FCL”) of $2,130 and Loke Yu (“Jimmy”) of $3,750, respectively.

FML is wholly owned

by our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr.

$5,077 and 2028:

Related Party Transactions

For the years ended December 31,

2025, and 2024, related party service revenue totaled $58,861 and $364,336, respectively.

During 2025, related party service

revenue principally includes service revenue generated from Greenpro Trust Limited (“GTL”) of $16,137 and SEATech Ventures

(“SEATech”) of $13,132, in aggregate representing approximately 50% of the related party service revenue and 2% of the

service revenue for the year ended December 31, 2025.

During 2024, related party service

revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD

Biotech Corp.

(“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and

7% of the service revenue for the year ended December 31, 2024.

For the year ended December 31,

2024, digital revenue from related parties totaled $21,000.

During 2024, related party digital

revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr.

Lee”), of $20,000,

representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024.

For the years ended December 31,

2025, and 2024, cost of service revenue to related parties was $14,642 and $10,934, respectively.

During 2025, related party cost

of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,000, Falcon Consulting Limited

(“FCL”) of $2,142, and Loke Yu (“Jimmy”) of $7,500, respectively.

FML is wholly owned by our Chief Financial Officer,

Loke, Che Chan Gilbert (“Mr.

Loke”), FCL is wholly owned by Mr.

Loke’s spouse and Jimmy

Loke’s spouse, and Jimmy is Mr.

Loke’s brother.

2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp.

(“SEATech”) of $23,280.

the years ended December 31, 2024, and 2023, related party G&A expenses totaled $149,817 and $122,880, respectively.

2024, related party general and administrative (“G&A”) expenses include consulting fees paid to Ms.

During 2024, related party cost

of service revenue includes cost of services paid to FML of $5,054, FCL of $2,130 and Jimmy of $3,750, respectively.

For the years ended December 31,

2025, and 2024, related party G&A expenses totaled $145,505 and $149,817, respectively.

During 2025, related party G&A

expenses included consulting fees paid to Ms.

Yap, Pei Ling (“Ms.

Yap”), spouse of our Chief Executive Officer, Mr.

Lee of $14,996, Ms.

Yap’s wholly owned company, Bright Interlink Sdn.

(“BISB”) of $13,814 and Mr.

Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village

(“BISB”), of $14,057 and FML of $31,420, and management

fees paid to Greenpro Global Capital Village Sdn.

(“GGCVSB”) of $86,178, a Malaysian company jointly owned by Mr.

2023, related party G&A expenses include computer expenses paid to First Bullion Holdings Inc.

(“FBHI”) of $21,780, consulting

fees paid to Ms.

Yap of $37,799 and her wholly owned company, BISB, of $15,762, management fees paid to GGCVSB of $44,475 and marketing

expenses paid to catTHIS of $3,064.

the years ended December 31, 2024, and 2023, related party other income was $47,635 and $47,609, respectively.

2024, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $11,895, Greenpro

Trust Limited (“GTL”) of $35,685, and SEATech Ventures Corp.

During 2024, related party G&A

expenses include consulting fees paid to Ms.

Yap of $14,996, BISB of $13,814 and FCL of $40,293, and management fees paid to GGCVSB of

For the years ended December 31,

2025, and 2024, related party other income was $38,729 and $47,635, respectively.

During 2025, related party other

income includes other income generated from Acorn Finance Limited (“Acorn”) of $10,773 and Greenpro Trust Limited (“GTL”)

During 2024, related party other

income includes other income generated from Acorn of $11,895, GTL of $35,685, and SEATech Ventures Corp.

(“SEATech”) of $55.

2023, the related party other income includes other income generated from Acorn of $8,862, GTL of $5,747 and SEATech of $33,000.

the year ended December 31, 2024, related party interest income was $5,073.

2024, the related-party interest income includes interest income generated from GTL of $962 and GTL’s subsidiary, Greenpro Custodian

Service Limited of $4,111.

the year ended December 31, 2024, gain on disposal of related party investments was $324,917.

2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation

(“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320, respectively.

of related party investments was $87,425 and $4,982,000 for the years ended December 31, 2024, and 2023, respectively.

2024, impairment of related party investments includes impairment from investment of New Business Media Sdn.

of $82,000, Angkasa-X of $2,800, Global Leaders Corporation of $900, ACT Wealth Academy Inc.

For the years ended December 31,

2025, and 2024, related party interest income was $6,103 and $5,073, respectively.

During 2025, related party interest

income includes interest income generated from GTL of $1,616 and GTL’s subsidiary, Greenpro Custodian Service Limited (“GCSL”)

During 2024, related-party interest

income includes interest income generated from GTL of $962 and GCSL of $4,111.

years ended December 31, 2025, and 2024, gain on disposal of related party investments was $39,800 and $324,917, respectively.

2025, gain on disposal of related party investment generated from the sale of common stock of Jocom Holdings Corp.

2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation (“Agape”)

of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320.

of impairment of related party investment represents the reversal of impairment of Jocom of $150 for the year ended December 31, 2025.

years ended December 31, 2025, and 2024, impairment of related party investments was $12,073 and $87,425, respectively.

During 2025, impairment of related

party investments includes impairment from investment of GTL of $11,981 and SEATech of $92.

During 2024, impairment of related

party investments includes impairment from investment of New Business Media Sdn.

of $82,000, Angkasa-X Holdings Corp.

Global Leaders Corporation of $900, ACT Wealth Academy Inc.

of $600, Best2bid Technology Corp.

Ata Global Inc.

of $225, catTHIS of $200 and Jocom Holdings Corp.

of $150, respectively.

2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc.

of $4,000,000, Ata Plus

(“APSB”) of $736,000 and First Bullion Holdings Inc.

of $246,000, respectively.

of $550, Ata Global Inc.

of $225, catTHIS

Holdings Corp.

of $200 and Jocom Holdings Corp.

on disposal of a related party investment, REBLOOD Biotech Corp.

was $100 for the year ended December 31, 2024.

of other receivables from a related party, Greenpro KSP Holding Group Company Limited was $60,000 for the year ended December 31, 2023.

reversal of impairment of related party investment, Innovest Energy Fund $6,882,000 for the year ended December 31, 2023.

of December 31, 2024, the net accounts receivable from a related party, was due from Mr.

due from related parties were $954,184 and $750,860 as of December 31, 2024, and 2023, respectively.

Amounts due to related parties were

$57,497 and $389,274 as of December 31, 2024, and 2023, respectively.

of December 31, 2024, amounts due from related parties mainly include amounts due from GGCVSB of $772,311, GTL of $90,207 and FBHI of

$90,000, while amounts due to related parties mainly include Mr.

Loke’s wholly owned company, Falcon Certified Public Accountants

Limited (“FCPA”) of $22,820 and Mr.

Lee of $20,677, respectively.

of December 31, 2023, amounts due from related parties mainly include the amount due from GGCVSB 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

costs of revenue to related party were $18,750 as of December 31, 2024, while deferred revenue from related party was $157,500 as of

December 31, 2023, respectively.

of December 31, 2024, deferred costs of revenue to related party were $11,250 and 7,500 associated with Jimmy and FML, respectively.

of December 31, 2023, deferred revenue from related parties includes APSB of $15,800, REBLOOD of $60,000 and Celmonze of $81,700, respectively.

of December 31, 2024, and 2023, other investments in related parties were $12,073 and $100,106, respectively.

of December 31, 2024, related party investments mainly include investment in GTL of $11,981.

of December 31, 2023, related party investments mainly include investments in NBMSB of $82,000 and GTL of $11,981, respectively.

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

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

financial and operating policy decisions.

Net accounts receivable from related

party of $41 was recorded as of December 31, 2024.

As of December 31, 2024, the net

accounts receivable from a related party, was due from Mr.

Amounts due from related parties

were $995,640 and $954,184 as of December 31, 2025, and 2024, respectively.

Amounts due to related parties were $101,922 and $57,497 as

of December 31, 2025, and 2024, respectively.

As of December 31, 2025, amounts

due from related parties mainly include amounts due from GGCVSB of $815,034, First Bullion Holdings Inc.

(“FBHI”) of $90,000

and GTL of $88,909, while the amounts due to related parties mainly include Mr.

Loke’s wholly owned company, Falcon Certified Public

Accountants Limited (“FCPA”), of $91,209.

As of December 31, 2024, amounts

due from related parties mainly include amounts due from GGCVSB of $772,311, FBHI of $90,000 and GTL of $90,207, while amounts due to

related parties mainly include FCPA of $22,820 and our CEO, Mr.

Lee of $20,677.

Deferred costs of revenue

to related parties were $6,250 and $18,750 as of December 31, 2025, and 2024, respectively.

As of December 31, 2025, deferred

costs of revenue to related parties were $3,750 and $2,500 associated with Loke Yu (“Jimmy”) and Falcon Management Limited

(“FML”), respectively.

As of December 31, 2024, deferred

costs of revenue to related parties were $11,250 and 7,500 associated with Jimmy and FML, respectively.

As of December 31, 2024, other

investments in related parties were $12,073 which mainly include an investment in GTL of $11,981.

Our related parties are mainly

those companies, in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or a certain

percentage of interest in those companies, or the Company can have significant influence over those companies’ financial and operating

policy decisions.

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

Che Chan Gilbert or Mr.

Loke, Che Chan Gilbert or Mr.

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

Accounting Policies and Estimates

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, valuation allowance on deferred income taxes, and the accrual of potential liabilities.

Actual results may

differ from these estimates.

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

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.

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

revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”),

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

of long-lived assets

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

accordance with the provisions 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

the carrying amount of the asset.

accounting pronouncements

to Note 1 in the accompanying consolidated financial statements.

and Capital Resources

cash balance on December 31, 2024, was $1,124,818, as compared to $2,223,197 on December 31, 2023, a decrease of $1,098,379.

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

accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets

and the settlement of liabilities and commitments in the normal course of business.

During the year ended December 31, 2024, the Company

recorded a net loss of $725,827 and net cash used in operations of $1,360,454, and as of December 31, 2024, the Company incurred accumulated

deficit of $37,264,379.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within

one year of the date that the financial statements are issued.

In addition, the Company’s independent registered public accounting

firm, in its report on the Company’s financial statements on December 31, 2024, has expressed substantial doubt about the Company’s

ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary if the Company

is unable to continue as a going concern.

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

from its major shareholders.

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

the Company’s obligations as they become due.

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

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 shareholders,

Critical Accounting Policies

and Estimates

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 doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets, including

goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities.

Actual results may differ from these

Revenue recognition

The Company follows the guidance

of Accounting Standards Codification (ASC) 606, Revenue from Contracts .

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.

The Company’s revenue consists

of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the provision

of digital platforms and trading of digital assets (“digital revenue”), revenue from the rental of real estate properties,

and the sale of real estate properties (“real estate revenue”).

Impairment of long-lived assets

Long-lived assets primarily include

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

In accordance with the provisions of ASC 360, the Company

generally conducts its annual impairment evaluation of its long-lived assets 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 the carrying amount of the asset.

In addition, for real

estate held for sale, an impairment loss is the adjustment to fair value less estimated cost to dispose of the asset.

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.

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 its annual impairment testing for its reporting units on December 31 of each fiscal year.

January 1, 2025, the Company adopts Accounting

Standards Update (ASU) 2023-08, Intangibles — Goodwill and Other—Crypto Assets

(Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

This update requires the Company subsequently to remeasure

its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss)

in the consolidated statements of operations.

Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurements ,

based on quoted (unadjusted) prices on the exchange market.

The Company performs an analysis each quarter to identify whether events

or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more

likely than not that any of the assets are impaired.

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

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

Recent accounting pronouncements

Refer to Note 1 in the accompanying consolidated financial

Liquidity and Capital

Our cash balance on December 31,

2025, was $636 , 659, as compared to $1,124,818 on December 31, 2024, a decrease of $488,159.

We estimate we may have sufficient cash available to meet our anticipated working capital for the next twelve months upon improving its

profitability and the continuing financial support from its major shareholders.

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.

During the year ended December 31, 2025, the Company recorded a net loss of $2,982,333

and net cash used in operations of $1,790,250, and as of December 31, 2025, the Company incurred accumulated deficit of $40,246,712.

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

financial statements are issued.

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

Company’s financial statements on December 31, 2025, has expressed substantial doubt about the Company’s ability to continue

as a going concern.

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

as a going concern.

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 additional cash to meet the Company’s obligations

as they become due.

the amount of funds that the Company has raised in the past, 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 shareholders,

in the case of equity financing.

cash used in operating activities was $1,360,454 and $1,594,718 for the years ended December 31, 2024, and 2023, respectively.

net cash used in operating activities in 2024 primarily consisted of a net loss of $725,827, a gain on disposal of other investments

of $324,917, a decrease in deferred revenue of $862,404, an increase in digital assets of $192,398 and offset by an increase in

accounts payable and accrued liabilities of $250,412 and a decrease in prepaids and other current assets of $179,857, while the net

cash used in operating activities in 2023 was mainly from a reversal of impairment of other investment of $6,882,000, a reversal of

write-off notes receivable of $600,000 and a decrease in deferred revenue of $758,840 and offset by net income for the year of

$1,049,699, impairment of other investments of $4,982,000, impairment of other receivable of $60,000 and provision for credit losses

net expenses totaled $159,679 and non-cash net income totaled $1,617,347 and for the years ended December 31, 2024, and 2023, respectively.

Operating activities

Net cash used in operating activities

was $1,790,250 and $1,360,454 for the years ended December 31, 2025, and 2024, respectively.

The net cash used in operating activities

in 2025 primarily consisted of a net loss of $2,982,333 and an increase in digital assets of $89,763, offset by impairment of property

and equipment of $813,552, impairment of real estate held for sale of $96,846, a decrease in net accounts receivable of $85,716 and an

increase in accounts payable and accrued liabilities of $190,714.

The net cash used in operating activities in 2024 primarily consisted

of a net loss of $725,827, a gain on disposal of other investments of $324,917, a decrease in deferred revenue of $862,404, an increase

in digital assets of $192,398 and offset by an increase in accounts payable and accrued liabilities of $250,412 and a decrease in prepaids

and other current assets of $179,857.

net expenses totaled $1,132,696 and $159,679 for the years ended December 31, 2025, and 2024, respectively.

Non-cash expenses, net was comprised

of non-cash expenses from depreciation and amortization of $240,147, impairment of property and equipment of $813,552, impairment of real

estate held for sale of $96,846, impairment of other investments of $12,073, impairment of goodwill of $6,035 and fair value loss on digital

assets of $4,818 and offset by non-cash income from gain on disposal of investment of $39,800, recapture of credit losses of $825 and

reversal of impairment of investment of $150 for the year ended December 31, 2025.

expenses, net was comprised of non-cash expenses from depreciation and amortization of $245,921, provision for credit losses of $90,223,

$90,223, impairment of other investments of $87,425, impairment of goodwill of $82,561 and loss of disposal of investment of $100

and offset by non-cash income from gain on disposal of investments of $324,917 and gain on disposal of real estate held for

investment of $21,634 for the year ended December 31, 2024.

income, net was composed of non-cash income of reversal of investment impairment of $6,882,000, reversal of write-off notes receivable

of $600,000 and other gains of $154 and offset by non-cash expenses of depreciation and amortization of $237,888, provision of credit

losses of $584,919, impairment of other investments of $4,982,000, impairment of other receivable of $60,000 for the year ended December

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

cash provided by investing activities was $601,277 for the year ended December 31, 2024, as compared to net cash used in investing

activities of $94,640 for the year ended December 31, 2023.

2024, cash provided by investing activities was composed of the proceeds from the disposal of other investments of $322,820,

proceeds from real estate held for investment of $267,985 and proceeds from real estate held for sale of $15,632, offset by the

impairment of other investments of $87,425, impairment of goodwill of $82,561 and loss of disposal of investment of $100 and offset by

non-cash income from gain on disposal of investments of $324,917 and gain on disposal of real estate held for investment of $21,634 for

the year ended December 31, 2024.

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

Investing activities

provided by investing activities was $37,162 and $601,277 for the years ended December 31, 2025, and 2024, respectively.

2025, the cash provided by investing activities was the proceeds from disposal of other investments of $39,950, offset by the cash used

in the purchase of equipment of $2,788.

2024, the cash provided by investing activities was composed of the proceeds from the disposal of other investments of $322,820, proceeds

from real estate held for investment of $267,985 and proceeds from real estate held for sale of $15,632, offset by the cash used in the

purchase of equipment of $5,068 and purchase of other investment of $92.

2023, cash used in investing was composed of the purchase of equipment of $85,069.

cash used in financing activities was $208,768 and $5,968 for the year ended December 31, 2024, and 2023 respectively.

2024, net cash used in financing activities was mainly due to the advances to related parties of $205,321.

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

of notes receivable of $600,000.

2024 and 2023, the Company did not issue any shares of its Common Stock, and as of December 31, 2024, there were 7,575,813 shares of

Common Stock issued and outstanding.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements required by this item are located following the signature page of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Financing activities

provided by financing activities was $1,234,025 for the year ended December 31, 2025, while net cash used in financing activities was

$208,768 for the year ended December 31, 2024.

2025, the net cash provided by financing activities was composed of the proceeds from the sale of Common Stock in private placements of

$1,235,000 and the advance payments from related parties of $2,969, offset by the cash used in the principal repayment of finance lease

liabilities of $3,944.

2024, the net cash used in financing activities was composed of the cash used in the advance payments to related parties of $205,321 and

the principal repayment of finance lease liabilities of $3,447.

2025, the Company issued 1,050,000 shares of its Common Stock in private placements, for total cash proceeds of $1,235,000.

As of December

31, 2025, there were 8,625,813 shares of Common Stock issued and outstanding.

2024, the Company did not issue any shares of its Common Stock, and as of December 31, 2024, there were 7,575,813 shares of Common Stock

issued and outstanding.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements required

by this item are located following the signature page of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 7. Management’s Discussion and Analysis