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, 2025, and have concluded that our disclosure controls and procedures were effective as of December 31, 2025. 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 the 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, 2025, 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, 2025, 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, 2025, 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 people, 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. 74 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 52 President, Chief Executive Officer, Director Loke, Che Chan Gilbert 71 Chief Financial Officer, Secretary, Treasurer, Chairman of the Board Sheth, Prabodh Kumar Kantilal H 63 Director Chuchottaworn, Srirat (1) 57 Director Han, Mean Kwong (1)(2)(3) 70 Director Chew, Chee Wah (1)(2)(3) 61 Director Wong, Christopher Yu Nien (1)(2)(3) 51 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 52, has served as our Chief Executive Officer, President, and Director since July 19, 2013. During the period from 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 has 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, and corporate structuring planning with a special focus on 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 the Hong Kong Society Act - to provide information and professional advice on Cross Border Business for its investment members. For the Cross-Border Investment, especially in the mining resources companies which have been growing fast since 2011, Mr. Lee continues to support his clients by using cloud platforms 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 71, 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 of 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 listings has prompted him to specialize in corporate advisory, risk management and internal controls serving small to 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 also served as 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 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 has 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 a Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as a tax adviser in Hong Kong and CWM Institute as a Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise, and business leadership. 75 Sheth, Prabodh Kumar Kantilal H , age 63, joined us as an Independent Director of the Company on March 1, 2024. On May 31, 2024, the Board re-designated Mr. Sheth from an Independent Director to a Non-executive Director and Mr. Sheth resigned from his positions as chairman of the Board’s Audit Committee and Compensation Committee and member of the Nominating and Corporate Governance Committee effective June 1, 2024. 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’s 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 Malaysian 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 Malaysian 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 Malaysian company specializing in energy savings and provides an autonomous climate-tech solution for chiller optimization. Since May 2022, he has served as Chief Operating Officer of Cognitive Digital Sdn. Bhd., a Malaysian 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 of Science degree 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. Chuchottaworn, Srirat, age 57, 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 founded 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 a Master of Science in Information Technology from Chulalongkorn University. Ms. Chuchottaworn brings to the Board her business leadership and experience and familiarity with conducting business in Thailand. Han, Mean Kwong , age 70, 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 an 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. 76 Chew, Chee Wah , age 61, joined us as an Independent Director of the Company on June 1, 2024. Mr. Chew is a fellow member of the Association of Taxation and Management Accountants (ATMA), Australia. Mr. Chew has over 30 years of experience in corporate management, advisory and restructuring. He started his career at Crestline Corporation Sdn. Bhd., a Malaysian company providing general contracting, computer equipment and printing services, as one of the co-founders and a director from January to October in 1985 and subsequently founded another Malaysian company, Unique Computer House Sdn. Bhd., specializing in computer hardware and software selling, as a major shareholder and director from October 1985 to December 1990. From July 1993 to September 2008, Mr. Chew served as an advisor in both public and private entities including the role of personal advisor to the managing director in Shougang Concord Grand (Group) Limited (0730.HK), a company listed on the Main Board (the “Main Board”) of the Stock Exchange of Hong Kong Limited (the “SEHK”) for the year of 1993 and Shenzhen International Holdings Limited (0152.HK), a red chip company listed on the Main Board of the SEHK for the years of 1993 to 1995, respectively. During 2003 to 2004, Mr. Chew served as China advisor of the University of Wales, UK and Binary University College, Malaysia, respectively, principally responsible for recruiting overseas students from China for the universities. From March 2006 to September 2008, he was appointed by another Main Board company, Uni-Bio Science Group Limited (0690.HK) as group general manager and subsequently promoted to become group advisor in 2007. From December 2011 to April 2014, he served as corporate finance advisory manager of Deloitte & Touche Financial Advisory Services Limited (“Deloitte”). During his tenure at Deloitte, he principally worked in Shenzhen, China and provided advisory services to both corporate and private clients on mergers and acquisitions (M&A) or securities listing projects. Since November 2014, Mr. Chew has served as a director of various companies listed on the Main Board or the Growth Enterprise Market (the “GEM”) of the SEHK. From November 2014 to May 2015, Mr. Chew was appointed as a non-executive director and chairman of the board of directors (the “BOD”) by a Main Board company, Golden Shield Holdings (Industrial) Limited (2123.HK), primarily responsible for overseeing the company’s restructuring exercise and legal proceedings. From May 2014 to April 2016, he was appointed as an executive director and chairman of the BOD of hmvod Limited (formerly known as, “Tai Shing International (Holdings) Limited”), a company listed on the GEM of the SEHK (8103.HK). From March 2017 to November 2022, he was appointed as an executive director of another Main Board company, Natural Dairy (NZ) Holdings Limited (0462.HK) and primarily responsible for restructuring of the company. From July 2021 to May 2022, Mr. Chew served Solomon Financial Press Limited, a subsidiary of the GEM company, Jisheng Group Holdings Limited (8133.HK) as Chief Operating Officer for the period of July 2021 to February 2022 and subsequently transferred to be Chief Investment Officer. From October 2023 to June 2024, Mr. Chew served as an independent and non-executive director of Imperial Pacific International Holding Limited (1076.HK), a company listed on the Main Board of the SEHK. Mr. Chew earned a Doctor of Philosophy (PhD) degree in business administration from Nueva Ecija University of Science and Technology (NEUST) in the Republic of the Philippines in 2013. Mr. Chew brings to the Board his extensive experience in mergers and acquisitions, corporate management, advisory and restructuring. Wong, Christopher Yu Nien , age 51, joined us as an Independent Director of the Company on June 1, 2024. Mr. Wong is a Chartered Member (Chartered MCSI) of the Chartered Institute of Securities & Investment (CISI), United Kingdom (UK) and is a registered Trust and Estate Practitioner (TEP) of the Society of Trust and Estate Practitioners (STEP). Mr. Wong was conferred the Knight Companion of The Most Esteemed Order of the Crown of Pahang, Darjah Indera Mahkota Pahang (DIMP) for his rendering meritorious service to the State of Pahang in Malaysia and carries the title Dato’. From 1999 to 2002, Mr. Wong worked in Hong Kong as a registered foreign lawyer in the global capital markets practice group in a global law firm, Allen & Overy. In 2001, he was called to the English Bar as a barrister-at-law with The Honourable Society of Lincoln’s Inn. For the next decade from 2002 to 2011, he worked as transaction and execution counsel in a global European financial institution, Deutsche Bank AG (Deutsche Bank) and served as a director of one of Deutsche Bank’s branch companies in Hong Kong, DB Trustees (Hong Kong) Limited. From 2011 to 2020, he moved to The Bank of New York Mellon (BNY Mellon), a global US trust and custody bank, initially served as managing director and associate general counsel responsible for the bank’s issuer and collateral support legal teams in Asia Pacific and subsequently was promoted to become Asia Pacific head of relationship management for the bank’s corporate trust business in the Asia Pacific region. He also served as a director of one of BNP Mellon’s branch companies in Hong Kong, BNY Mellon Trustee Company (Hong Kong) Limited. From 2020 to 2021, Mr. Wong served as general counsel in Claritas HealthTech Pte. Ltd., an emerging Artificial Intelligence (AI) Healthtech startup company in Singapore. From 2021 to 2023, he served as Head of Capital Markets North Asia of Intertrust Group, a European corporate service firm as the founder of its capital markets and corporate trust business in North Asia based in Hong Kong, building a new client base and servicing platform from ground-up, covering client segments such as investment banks, sovereign agencies, regulatory technology (RegTech) companies and financial technology (FinTech) companies. Mr. Wong founded FYDUS Group, a fiduciary and professional solution provider in Asia and the Middle East and has served as Chief Commercial Officer since 2023. Mr. Wong was admitted as an Advocate and Solicitor of the High Court of Malaya in December 2021. He has been a partner of a legal firm in Kuala Lumpur, Malaysia Chow Kok Leong & Co. with a focus on cross-border banking, trust, and capital markets transactions since early 2024. Currently, Mr. Wong serves on the board of Bauhinia ILBS 1 Limited, the first Hong Kong public listed company sponsored by a Hong Kong government agency to issue the first Hong Kong-listed asset-backed securities based on infrastructure project loans. Mr. Wong was awarded a Bachelor of Laws (LLB) degree from the University of Leicester, UK in July 1997. Mr. Wong brings to the board of directors his extensive knowledge and experience in cross-border banking, trust, and capital markets. 77 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 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 Ms. Chuchottaworn, Srirat, Mr. Han, Mean Kwong, Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien 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, our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive sessions without the presence of non-independent directors and management. 78 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 the 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. Han, Mean Kwong (chairman), Ms. Chuchottaworn, Srirat, Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien. Mr. Han is Chair of the Audit Committee, and he qualifies as the Audit Committee’s 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 in preparing 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. 79 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. Chew, Chee Wah (chairman), Mr. Han, Mean Kwong and Mr. Wong, Christopher Yu Nien. Mr. Chew 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 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 (chairman), Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien. 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, 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”. Insider Trading Policy and Procedures We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees, as well as the Company’s repurchases of its own securities. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires our directors and executive officers, and people 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, 2025. 80 ITEM 11. EXECUTIVE COMPENSATION Set forth below is information regarding the compensation paid during the years ended December 31, 2025, and 2024 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 2025 299,000 26,000 325,000 Chief Executive Officer and President 2024 299,000 26,000 325,000 Loke, Che Chan Gilbert 2025 299,000 26,000 325,000 Chief Financial Officer, Secretary and Treasurer 2024 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 those 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. All variances were mainly due to fluctuation in 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 Messrs. Loke and Lee 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 those 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 year ended December 31, 2025, we provided monthly compensation to our non-executive director, Mr. Sheth, Prabodh Kumar Kantilal H. of $1,700 and provided monthly compensation to our independent directors as follows: Ms. Chuchottaworn, Srirat of $1,000, Mr. Han, Mean Kwong of $1,250, Mr. Chew, Chee Wah of $1,000 and Mr. Wong, Christopher Yu Nien of $1,000. During the fiscal year ended December 31, 2024, we provided monthly compensation to our independent directors as follows: Ms. Chuchottaworn, Srirat of $1,000, Mr. Louis, Ramesh Ruben of $1,700 (resigned on April 30, 2024), Mr. Bringuier, Christophe Philippe Roland of $1,000 (resigned on May 31, 2024), Mr. Han, Mean Kwong of $1,250 (appointed on March 1, 2024), Mr. Sheth, Prabodh Kumar Kantilal H. of $1,700 (appointed on March 1, 2024 and re-designated to a non-executive director on May 31, 2024), Mr. Chew, Chee Wah of $1,000 (appointed on June 1, 2024) and Mr. Wong, Christopher Yu Nien of $1,000 (appointed on June 1, 2024). We currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may choose to issue stock options or provide cash compensation to such people 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 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 30, 2026, 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 Shareholder”); (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, warrants, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. 81 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 a 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 8,625,813 shares of our Common Stock, issued and outstanding as of March 30, 2026. 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 20.16 % Loke, Che Chan Gilbert (4) Chief Financial Officer, Secretary, Treasurer and Director 1,387,084 16.08 % Sheth, Prabodh Kumar Kantilal H Independent Director - - Chuchottaworn, Srirat Independent Director 122,250 1.42 % Han, Mean Kwong Independent Director - - Chew, Chee Wah Independent Director 3,632 * % Wong, Christopher Yu Nien Independent Director 1,396 * % Yap, Pei Ling (3)(5) Officer 165,915 1.92 % Chen, Yanhong (6) Officer 2,640 * % All directors and officers as a group (9 persons named above) 3,421,951 39.67 % Principal Shareholder: Good Girl Environmental Plant Research Center Limited 555,000 6.43 % Other owners of the Company 4,648,862 53.90 % Total 8,625,813 100.00 % * Less than 1% of our total issued and outstanding Common Stock as of March 30, 2026. (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 8,625,813 shares of Common Stock outstanding as of March 30, 2026, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 30, 2026. 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 30, 2026, 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) Comprising 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 22.08% of the total issued and outstanding shares of Common Stock as of March 30, 2026. (4) Comprising 1,065,084 shares of our Common Stock held by Mr. Loke, Che Chan Gilbert, 200,000 shares of our Common Stock held by Mr. Loke’s son, Loke, Sebastian Mun Foo and 122,000 shares of our Common Stock held by Mr. Loke’s another son, Loke, Mun Hang Conrad, respectively. Mr. Loke and his sons collectively hold 1,387,084 shares or 16.08% of the total issued and outstanding shares of Common Stock as of March 30, 2026. (5) Ms. Yap, Pei Ling, spouse of Mr. Lee, Chong Kuang, is 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. 82 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, 2017, 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, of which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of their company shares and companies that we have determined that we can significantly influence based on our common business relationships. 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 Corp. (“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 is Mr. Loke’s brother. 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 $13,850, Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd. (“BISB”), of $14,057 and FML of $31,420, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $86,178, a Malaysian company jointly owned by Mr. Lee and Mr. Loke. 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 $80,714. 83 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”) of $27,956. 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. 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”) of $4,487. During 2024, related-party interest income includes interest income generated from GTL of $962 and GCSL of $4,111. For the years ended December 31, 2025, and 2024, gain on disposal of related party investments was $39,800 and $324,917, respectively. During 2025, gain on disposal of related party investment generated from the sale of common stock of Jocom Holdings Corp. (“Jocom”) of $39,800. During 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. A reversal of impairment of related party investment represents the reversal of impairment of Jocom of $150 for the year ended December 31, 2025. For the 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. Bhd. of $82,000, Angkasa-X Holdings Corp. of $2,800, Global Leaders Corporation of $900, ACT Wealth Academy Inc. of $600, Best2bid Technology Corp. of $550, Ata Global Inc. of $225, catTHIS Holdings Corp. of $200 and Jocom Holdings Corp. of $150. Loss on disposal of a related party investment, REBLOOD Biotech Corp. was $100 for the year ended December 31, 2024. 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. Loke of $41. 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. 84 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. Loke, Che Chan Gilbert or Mr. Lee, Chong Kuang, executive officers and directors of the Company. All these related party transactions are generally transacted on an arm’s-length basis at the current market value in the normal course of business (see Note 12). 85 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 2025 2024 Audit fees $ 144,000 $ 165,000 Audit-related fees - - Tax fees - - All other fees - - Total $ 144,000 $ 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 SFAI Malaysia PLT (2025) and JP Centurion & Partners PLT (2024) were compatible with the maintenance of the firms’ independence in the conduct of their 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. 86 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (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: 7167) F-2 – F-3 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-4 – F-5 Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 F-6 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-9 Notes to Consolidated Financial Statements F-10 – F-43 (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) 87 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 (33) 10.59 # Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Loke Che Chan Gilbert (33) 10.60 # Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Lee Chong Kuang (33) 10.61 # Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns (33) 88 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) 10.64 # Independent Director Agreement, dated June 1, 2024, by and between the Company and Chew Chee Wah (34) 10.65 # Independent Director Agreement, dated June 1, 2024, by and between the Company and Wong Christopher Yu Nien (34) 10.66 * Labuan Financial Services Authority Letter dated April 28, 2022, for Approval of Establishment of Digital Platform by Greenpro-X Corp.* 10.67 * Shariah Pronouncement dated September 20, 2024, for Green-X DAX Platform by Green-X Corp.* 10.68 * Stock Purchase Agreement dated August 8, 2024, between Greenpro Venture Capital Limited and Seah Kok Wah* 10.69 * Consulting Agreement dated October 1, 2024, between the Company and Dennis Burns* 10.70 * Consulting Agreement dated October 1, 2025, between the Company and Dennis Burns* 10.71 Acquisition Agreement dated November 18, 2025, by and among Greenpro Capital Corp. and Lim Chee Yin (35) 10.72 Share Exchange Agreement, dated as of February 13, 2026, by and among Greenpro Capital Corp., Forekast Limited, and the Forekast Shareholders listed on Annex A thereto (36) 14.1 # Code of Ethics (17) 19.1 * Insider Trading Policy* 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 (33) 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: 89 (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. 90 (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. (33) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. (34) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2024. (35) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2025. (36) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026. ITEM 16. FORM 10-K SUMMARY None. 91 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 30, 2026 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 people in the capacities and on the dates indicated. Signatures Title Date /s/ Lee Chong Kuang Chief Executive Officer, President and Director March 30, 2026 Lee Chong Kuang (Principal Executive Officer) /s/ Loke Che Chan Gilbert Chief Financial Officer, Secretary, Treasurer and Director March 30, 2026 Loke Che Chan Gilbert (Principal Financial and Accounting Officer) /s/ Sheth Prabodh Kumar Kantilal H Director March 30, 2026 Sheth Prabodh Kumar Kantilal H /s/ Chuchottaworn Srirat Director March 30, 2026 Chuchottaworn Srirat /s/ Han Mean Kwong Director March 30, 2026 Han Mean Kwong /s/ Chew Chee Wah Director March 30, 2026 Chew Chee Wah /s/ Wong Christopher Yu Nien Director March 30, 2026 Wong Christopher Yu Nien 92 GREENPRO CAPITAL CORP. Consolidated Financial Statements For the Years Ended December 31, 2025, and 2024 (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: 7167) F-2 – F-3 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-4 – F-5 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-6 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-9 Notes to Consolidated Financial Statements F-10 – F-43 F- 1 SFAI MALAYSIA PLT 202206000021 (LLP0031758-LCA) & AF 002216 Chartered Accountants Block C2-G, Ground Floor, Setiawalk, Persiaran Wawasan, 47160 Puchong, Selangor, Malaysia. Tel: 603- 7802 9000 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Greenpro Capital Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Greenpro Capital Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial doubt about the Company’s ability to continue as a going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, for the year ended December 31, 2025, the Company incurred a negative cash flow from operating activities of $1,790,250 and as of December 31, 2025, the Company incurred an accumulated deficit of $40,246,712. These conditions raise 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 United States 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 consolidated 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 consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation, Presentation and Disclosure of Digital Assets As disclosed in Note 3 to the financial statements, the Company held digital assets with a carrying amount of $282,161 as of December 31, 2025, consisting of various types of cryptocurrency assets. The accounting for these digital assets requires management to assess their valuation, presentation, and disclosure in accordance with U.S. generally accepted accounting principles. The presentation of digital assets within the financial statements is determined based on the nature of the assets, the rights and obligations conveyed by the specific digital asset, how they are held, and their intended use. In accordance with ASU 2023-08 – Accounting for and Disclosure of Crypto Assets, these digital assets are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in net income (loss) in the consolidated statements of operations. The determination of fair value requires judgment due to the volatile nature of cryptocurrency markets. We identified the valuation, presentation and disclosure of the digital assets as a critical audit matter due to the complexity and subjectivity involved in (i) determining the appropriate accounting classification, considering whether the assets meet the definition of cash equivalents, financial instruments, inventory or intangible assets; and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific reporting dates. Given the significant judgment required by management to apply relevant accounting guidance and the inherent volatility of cryptocurrency prices, auditing this area required a high degree of auditor judgment and extensive audit effort. As of December 31, 2025, the Company has recorded digital assets of USD282,161, significant to the consolidated financial statements. Our audit procedure in this area included the following, among others: a) Reviewed management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and Other); b) Assessed whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented their rationale; c) Evaluated the Company’s accounting policies for digital assets for compliance with U.S. GAAP; d) Obtained understanding and inspected the platform integration and transaction processing mechanisms; e) Assessed the effective system of internal control over financial reporting through the review of SOC reports; f) Inspected transaction records and supporting evidence to verify the recognition of digital assets. g) Performed wallet reconciliation of transactions movement to match the financial records; h) Reviewed management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services); i) Tested the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date; j) Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date; k) Assessed the recognition and measurement of financial statement items and evaluated the appropriateness of management’s judgments; and l) Considered the adequacy of the disclosures in the financial statements. We have served as the Company’s auditor since 2025. /s/ SFAI MALAYSIA PLT (PCAOB: 7167 ) Malaysia March 30, 2026 F- 3 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, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Entity’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, for the years ended December 31, 2024, the Company incurred a negative cash flow from operating activities of $1,360,454 and as of December 31, 2024, the Company incurred an accumulated deficit of $37,264,379. These conditions raise 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. F- 4 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation, Presentation and Disclosure of Digital Assets As disclosed in Note 4 to the financial statements, the Company holds digital assets, consist of various type of cryptocurrency assets, which require management to assess their valuation, presentation and disclosure in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The presentation of the digital assets within the financial statements is determined based on the nature of the assets, the rights and obligations conveyed by the digital asset type, how they are held, and their intended use. These digital assets are classified under ASC350, Intangibles – Goodwill and Other, initially recorded at cost, subject to annual impairment testing. The determination of fair value is challenging due to the volatile nature of cryptocurrency markets and the absence of centralized valuation standards. We identified the valuation, presentation and disclosure of the digital assets as a critical audit matter due to the complexity and subjectivity involved in (i) determining the appropriate accounting classification, considering whether the assets meet the definition of cash equivalents, financial instruments, inventory or intangible assets; and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific reporting dates. Given the significant judgment required by management to apply relevant accounting guidance and the inherent volatility of cryptocurrency prices, auditing this area required a high degree of auditor judgment and extensive audit effort. As of December 31, 2024, the Company has recorded digital assets of USD192,398, which are significant in values to the financial statements of the Company. Our audit procedure in this area included the following, among others: a) Reviewed management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and Other); b) Assessed whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented their rationale; c) Evaluated the Company’s accounting policies for digital assets for compliance with U.S. GAAP; d) Obtained understanding and inspected the platform integration and transaction processing mechanisms; e) Assessed the effective system of internal control over financial reporting through the review of SOC reports; f) Inspected transactions receipts to verify the recognition of digital assets. g) Performed wallet reconciliation of transactions movement to match the financial records; h) Reviewed management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services); i) Tested the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date; j) Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date; k) Assessed the recognition and measurement of financial statement items and evaluated the appropriateness of management’s judgments; and l) Considered the adequacy of the disclosures in the financial statements. JP CENTURION & PARTNERS PLT (PCAOB: 6723 ) We have served as the Company’s auditor since 2021. Kuala Lumpur, Malaysia April 9, 2025 F- 5 GREENPRO CAPITAL CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025, AND 2024 (Expressed in U.S. Dollars) December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents (including $ 64,239 and $ 77,239 of time deposits as of December 31, 2025, and 2024, respectively) $ 636,659 $ 1,124,818 Accounts receivable, net of allowance for credit losses of $ 2,095 and $ 2,883 as of December 31, 2025, and 2024, respectively (including $ 41 of net accounts receivable from related party as of December 31, 2024) 8,805 94,521 Prepaids and other current assets 451,063 450,458 Digital assets 282,161 192,398 Due from related parties 995,640 954,184 Deferred costs of revenue (including $ 6,250 and $ 18,750 to related parties as of December 31, 2025, and 2024, respectively) 58,099 38,382 Total current assets 2,432,427 2,854,761 Property and equipment, net 1,358,181 2,226,888 Real estate investments: Real estate held for sale 886,502 980,402 Real estate held for investment, net 378,157 352,854 Intangible assets, net 437 709 Goodwill - 6,035 Other investments (including $ 12,073 of related party investments as of December 31, 2024) - 12,073 Operating lease right-of-use assets, net 19,890 19,929 Finance lease right-of-use asset, net 15,794 20,272 TOTAL ASSETS $ 5,091,388 $ 6,473,923 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,165,922 $ 975,208 Due to related parties 101,922 57,497 Operating lease liabilities 19,890 19,929 Finance lease liabilities, current portion 4,442 3,766 Deferred revenue 201,535 213,000 Total current liabilities 1,493,711 1,269,400 Finance lease liabilities, non-current portion 6,833 10,235 Total liabilities 1,500,544 1,279,635 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; 8,625,813 and 7,575,813 shares issued and outstanding as of December 31, 2025, and 2024, respectively 8,626 7,576 Additional paid in capital 43,983,781 42,749,831 Accumulated other comprehensive loss ( 192,226 ) ( 336,115 ) Accumulated deficit ( 40,246,712 ) ( 37,264,379 ) Total Greenpro Capital Corp. stockholders’ equity 3,553,469 5,156,913 Noncontrolling interests in consolidated subsidiary 37,375 37,375 Total stockholders’ equity 3,590,844 5,194,288 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 5,091,388 $ 6,473,923 See accompanying notes. F- 6 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (Expressed in U.S. Dollars) 2025 2024 Year ended December 31, 2025 2024 REVENUES: Service revenue (including $ 58,861 and $ 364,336 of service revenue from related parties for the years ended December 31, 2025, and 2024, respectively) $ 1,843,968 $ 3,091,903 Digital revenue (including $ 21,000 of digital revenue from related parties for the year ended December 31, 2024) 168,240 327,802 Rental revenue 61,349 76,700 Total revenues 2,073,557 3,496,405 COST OF REVENUES: Cost of service revenue (including $ 14,642 and $ 10,934 of cost of revenue to related parties for the years ended December 31, 2025, and 2024, respectively) ( 351,491 ) ( 355,120 ) Cost of digital revenue ( 41,509 ) ( 48,495 ) Cost of rental revenue ( 14,393 ) ( 22,825 ) Total cost of revenues ( 407,393 ) ( 426,440 ) GROSS PROFIT 1,666,164 3,069,965 OPERATING EXPENSES: 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) ( 3,818,580 ) ( 4,039,243 ) LOSS FROM OPERATIONS ( 2,152,416 ) ( 969,278 ) OTHER INCOME (EXPENSES): Other income (including $ 38,729 and $ 47,635 of other income from related parties for the years ended December 31, 2025, and 2024, respectively) 67,330 53,334 Interest income (including $ 6,103 and $ 5,073 of interest income from related party for the years ended December 31, 2025, and 2024, respectively) 9,251 19,161 Gain on disposal of real estate held for investment - 21,634 Gain on disposal of investments (including $ 39,800 and $ 324,917 of related party investments for the years ended December 31, 2025, and 2024, respectively) 39,800 324,917 Reversal of impairment of investment (including $ 150 of related party investment for the year ended December 31, 2025) 150 - Interest expense ( 883 ) ( 1,070 ) Impairment of property and equipment ( 813,552 ) - Impairment of real estate held for sale ( 96,846 ) - Impairment of other investments (including $ 12,073 and $ 87,425 of related party investments for the years ended December 31, 2025, and 2024, respectively) ( 12,073 ) ( 87,425 ) Impairment of goodwill ( 6,035 ) ( 82,561 ) Loss on disposal of investment (including $ 100 of related party investment for the year ended December 31, 2024) - ( 100 ) Fair value loss on digital assets ( 4,818 ) - Total other (expenses) income ( 817,676 ) 247,890 LOSS BEFORE INCOME TAX ( 2,970,092 ) ( 721,388 ) Income tax expense ( 12,241 ) ( 4,439 ) NET LOSS ( 2,982,333 ) ( 725,827 ) Net loss attributable to noncontrolling interests - 10,543 NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. ( 2,982,333 ) ( 715,284 ) Other comprehensive income (loss): - Foreign currency translation income (loss) 143,889 ( 25,946 ) COMPREHENSIVE LOSS $ ( 2,838,444 ) $ ( 741,230 ) NET LOSS PER SHARE, BASIC AND DILUTED $ ( 0.37 ) $ ( 0.09 ) WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 8,010,607 7,575,813 See accompanying notes. F- 7 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (Expressed in U.S. Dollars) of Shares Amount Capital Loss Deficit Interests Equity Accumulated Common Stock Additional Other Non- Total Number Paid-in Comprehensive Accumulated Controlling Stockholders’ of Shares Amount Capital Loss Deficit Interests Equity 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 Acquisition of noncontrolling interest’s shares in a subsidiary - - ( 147,198 ) - - ( 243,380 ) ( 390,578 ) Foreign currency translation - - - ( 25,946 ) - - ( 25,946 ) Net loss for the year - - - - ( 715,284 ) ( 10,543 ) ( 725,827 ) Balance as of December 31, 2024 7,575,813 $ 7,576 $ 42,749,831 $ ( 336,115 ) $ ( 37,264,379 ) $ 37,375 $ 5,194,288 Balance 7,575,813 $ 7,576 $ 42,749,831 $ ( 336,115 ) $ ( 37,264,379 ) $ 37,375 $ 5,194,288 Common Stock sold in private placements 1,050,000 1,050 1,233,950 - - - 1,235,000 Foreign currency translation - - - 143,889 - - 143,889 Net loss for the year - - - - ( 2,982,333 ) - ( 2,982,333 ) Balance as of December 31, 2025 8,625,813 $ 8,626 $ 43,983,781 $ ( 192,226 ) $ ( 40,246,712 ) $ 37,375 $ 3,590,844 Balance 8,625,813 $ 8,626 $ 43,983,781 $ ( 192,226 ) $ ( 40,246,712 ) $ 37,375 $ 3,590,844 See accompanying notes. F- 8 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (Expressed in U.S. Dollars) 2025 2024 Year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 2,982,333 ) $ ( 725,827 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 138,169 144,822 Amortization of intangible assets 271 476 Amortization of operating lease right-of-use assets 95,493 94,807 Amortization of finance lease right-of-use asset 6,214 5,816 Impairment of property and equipment 813,552 - Impairment of real estate held for sale 96,846 - Impairment of other investments - related parties 12,073 87,425 Impairment of goodwill 6,035 82,561 Fair value loss on digital assets 4,818 - Loss on disposal of other investment - 100 Gain on disposal of other investments ( 39,800 ) ( 324,917 ) (Recapture of) provision for credit losses ( 825 ) 90,223 Reversal of impairment of other investment - related party ( 150 ) - Gain on disposal of real estate held for investment - ( 21,634 ) Changes in operating assets and liabilities: Accounts receivable 85,716 ( 49,583 ) Prepaids and other current assets ( 605 ) 176,857 Digital assets ( 89,763 ) ( 192,398 ) Deferred costs of revenue ( 19,717 ) ( 22,091 ) Accounts payable and accrued liabilities 190,714 250,412 Income tax payable - ( 292 ) Operating lease liabilities ( 95,493 ) ( 94,807 ) Deferred revenue ( 11,465 ) ( 862,404 ) Net cash used in operating activities ( 1,790,250 ) ( 1,360,454 ) Cash flows from investing activities: Proceeds from disposal of other investments 39,950 322,820 Proceeds from real estate held for sale - 15,632 Proceeds from real estate held for investment - 267,985 Purchase of property and equipment ( 2,788 ) ( 5,068 ) Purchase of other investment - ( 92 ) Net cash provided by (used in) investing activities 37,162 601,277 Cash flows from financing activities: Principal payment of finance lease liabilities ( 3,944 ) ( 3,447 ) Advances from (to) related parties 2,969 ( 205,321 ) Proceeds from shares issued for cash 1,235,000 - Net cash provided by (used in) financing activities 1,234,025 ( 208,768 ) Effect of exchange rate changes on cash and cash equivalents 30,904 ( 130,434 ) NET CHANGE IN CASH AND CASH EQUIVALENTS ( 488,159 ) ( 1,098,379 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,124,818 2,223,197 CASH AND CASH EQUIVALENTS, END OF YEAR $ 636,659 $ 1,124,818 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income tax $ 11,371 $ 1,692 Cash paid for interest $ 883 $ 1,070 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recognition of operating lease right-of-use assets and operating lease obligations by a lessee $ 95,727 $ - Distribution of real estate held for sale to a non-controlling interest for acquisition of noncontrolling interest’s shares in a subsidiary and settlement of noncontrolling interest’s loan $ - $ 678,085 See accompanying notes. F- 9 GREENPRO CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (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 sale of real estate properties held for sale. Our focus is on companies located in Southeast 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, 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 an accumulated deficit of $ 40,246,712 . 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 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. Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. For those consolidated subsidiaries where the Company’s ownership is less than 100 %, the outside shareholders’ interests are shown to be 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, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates. F- 10 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 customers at the business component level, as management determined that the risk profile of the Company’s customers is consistent based on the type and industry in which they operate. 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 relevant 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 a review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default. Accounts receivable on December 31, 2025, and 2024 are net of allowances for credit losses of $ 2,095 and $ 2,883 , 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 on December 31, 2025, and 2024: SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES 2025 2024 As of and for the years ended, 2025 2024 Balance at beginning of year $ 2,883 $ 610,599 (Credits) charges to operating expenses ( 825 ) 90,223 Write-off of accounts receivable - ( 557,622 ) Recovery of accounts receivable - ( 39,000 ) Adjustments for credit losses 37 ( 101,317 ) Balance at end of year $ 2,095 $ 2,883 F- 11 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 include 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, 2025, and 2024, cash was to facilitate payment of expenses in local currencies or to facilitate third-party online payment platforms for which the Company had not set up a corporate account, such as WeChat Pay or Alipay. SCHEDULE OF CASH AND CASH EQUIVALENTS 2025 2024 As of December 31, 2025 2024 Cash and cash equivalents Denominated in United States Dollar $ 155,162 $ 184,156 Denominated in Hong Kong Dollar 251,756 338,772 Denominated in Chinese Renminbi 211,100 521,168 Denominated in Malaysian Ringgit 18,215 80,294 Denominated in Singapore Dollar 426 428 Cash and cash equivalents $ 636,659 $ 1,124,818 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   2025 2024 As of December 31,   2025 2024 Accounts receivable, gross $ 10,900 $ 97,404 Less: Allowance for credit losses ( 2,095 ) ( 2,883 ) Accounts receivable, net $ 8,805 $ 94,521 F- 12 Digital assets In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic – however, these statements are not binding or definitive guidance. Several enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets. The SEC has characterized several crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions. The SEC has stated more recently that a crypto asset itself is not a security, but there are uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities. Several foreign governments have also issued similar warnings cautioning that digital assets may be deemed to be securities or other similarly regulated financial instruments under the laws of their jurisdictions. Throughout this Annual Report on Form 10-K, we use certain key industry terms and concepts. A glossary to the crypto economy is defined as follows: ● Bitcoin : The first peer-to-peer electronic cash system of global, decentralized, scarce, digital money was initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto. ● Blockchain: A cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus protocol for confirming new blocks to be added to the blockchain. ● Crypto : A broad term for any cryptography-based market, system, application, or decentralized network. ● Crypto asset or token : Any digital asset built using blockchain technology, including cryptocurrencies, stablecoins, and security tokens. F- 13 ● Cryptocurrency : Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category of crypto assets is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens. ● Crypto economy : A new open financial system built upon crypto. ● Ethereum : A decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,” the native crypto assets on the Ethereum network. ● Security token : A crypto asset that is a security under the U.S. federal securities laws. This includes digital forms of traditional equity or fixed income securities, or maybe assets deemed to be a security based on their characterization as an investment contract or note. ● Smart contract : Software that digitally facilitates or enforces a rules-based agreement or terms between transacting parties. ● Stablecoin : Crypto assets are designed to minimize price volatility. Stablecoin is designed to track the price of an underlying asset, such as fiat money or an exchange-traded commodity (such as precious metals or industrial metals), while the other stablecoins utilize algorithms that are designed to maintain a relatively stable price of the asset. Stablecoins can be backed by fiat money, physical commodities or other crypto assets. Crypto assets held for operations We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately. We have established policies and practices to evaluate each crypto asset we consider for listing, delisting, or for custody. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents (see Note 3). The Company follows ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill , which requires crypto assets that meet the definition of an indefinite-lived intangible asset are recognized at cost and subsequently measured using the impairment model. That model only reflects decreases, but not increases, in the fair value of crypto asset holdings until sold. Effective 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. The 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. As of December 31, 2025, and 2024, the Company determined that there was no indicator of impairment of its digital assets. As of December 31, 2025, and 2024, the crypto assets held for operation under digital assets were $ 282,161 and $ 192,398 , respectively (see Note 3). Since the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60) and recognized fair value loss on digital assets of $ 4,818 for the year end December 31, 2025 (see Note 3). Other than these fair value changes, the adoption had no effect on our consolidated financial statements based upon the nature of the Company’s current operations. F- 14 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 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. Expenditure on maintenance and repairs are expensed when incurred. Depreciation for this office leasehold in Shenzhen, China, classified as an operating expense, was $ 102,172 and $ 102,241 for the years ended December 31, 2025, and 2024, respectively (see Note 4). In conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, 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 an indication of impairment, the Company prepares an estimate of future cash flow expected to result from the use of the asset and its eventual disposition. If the estimated cash flow is less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. During the fourth quarter of 2025, the Company conducted an annual review and as a result, indicators of impairment of its office leasehold in Shenzhen, China were identified. The Company determined that the asset was impaired, an impairment of its property and equipment of $ 813,552 was recognized for the year ended December 31, 2025, and the property and equipment was revalued at approximately $ 1,300,000 (equivalent to RMB 9,100,000 ) as of December 31, 2025 (see Note 4). As of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment (see Note 4). Real estate held for sale Real estate held for sale is reported at the lower 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, including its management team and an independent appraiser, 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 discerning whether the real estate held for sale is moving at a slower than expected pace or where margins are trending downward. During the fourth quarter of 2025, the Company conducted an annual review and as a result, indicators of impairment of its real estate held for sale in Hong Kong were identified. The Company determined that the asset was impaired, an impairment of its real estate held for sale of $ 96,846 was recognized for the year ended December 31, 2025, and the real estate held for sale was revalued at approximately $ 887,000 as of December 31, 2025 (equivalent to HK$ 6,900,000 ) (see Note 5). As of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for sale (see Note 5). 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 real estate held for investment representing two office units owned by the Company located in one commercial building in Kuala Lumpur, Malaysia. Depreciation for this office leasehold in Kuala Lumpur, Malaysia, classified as cost of rental, was $ 9,992 and $ 15,590 for the years ended December 31, 2025, and 2024, respectively (see Note 6). In conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, 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 an indication of impairment, the Company prepares an estimate of future cash flow expected to result from the use of the asset and its eventual disposition. If the estimated cash flow is less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. During the fourth quarter of 2025, the Company conducted an annual review and as a result, no indictors of impairment of its real estate held for investment in Kuala Lumpur, Malaysia were identified. The Company determined that the asset was not impaired, no impairment of its real estate held for investment was recognized for the year ended December 31, 2025, and the real estate held for investment was valued at approximately $ 378,000 (equivalent to MYR 1,535,000 ) as of December 31, 2025 (see Note 6). As of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for investment (see Note 6). F- 15 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 for intangible assets was $ 271 and $ 476 for the years ended December 31, 2025, and 2024, respectively. The Company follows ASC 360 in accounting for intangible assets, which require 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. As of December 31, 2025, and 2024, the Company identified there were no indicators of impairment of intangible assets (see Note 8). 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 test for its reporting units on December 31 of each fiscal year. On June 6, 2024, the Company acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr. Lee, Chong Kuang, for a price of $ 100 . The Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations” and performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the reference of the financial statements of GBHL as of June 6, 2024. As a result, goodwill of $ 6,035 was recorded. During the fourth quarter of 2024, the Company performed an annual test and as a result, indicators of impairment of goodwill were identified. The Company determined that goodwill was impaired, an impairment of $ 82,561 for the year ended December 31, 2024, was recognized, and goodwill was devalued to $ 6,035 as of December 31, 2024. During the fourth quarter of 2025, the Company performed an annual test on goodwill and as a result, there was an indication of impairment. The Company determined that goodwill was fully impaired and recognized an impairment of $ 6,035 for the year ended December 31, 2025, and goodwill was devalued to $ nil as of December 31, 2025 (see Note 8). F- 16 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 measures investments in equity securities without a readily determinable fair value using an alternative measurement 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, 2025, the Company had a total of twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with $ nil value (see Note 7). On December 31, 2024, the Company had a total of twenty-one (21) investments in equity securities without readily determinable fair values, all were related party investments with an aggregate value of $ 12,073 . In which, nineteen (19) investments in equity securities without readily determinable fair values were fully impaired and with $ nil value (see Note 7). Impairment of long-lived assets Long-lived assets primarily include property and equipment, real estate held for sale, real estate held for investment, intangible assets, goodwill and other investments. 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. As of December 31, 2025, the Company identified there were indicators of impairment and determined its property and equipment, real estate held for sale, goodwill and other investments were impaired. As of December 31, 2024, the Company identified there were indicators of impairment and determined its goodwill and other investments were impaired. Leases The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at the commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet, and the related lease expense is recognized on a straight-line basis over the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 9 for more information regarding leases. 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. During the past two years, the Company did not have any derivative transactions and there were no derivative liabilities recorded as of December 31, 2025, and 2024, respectively. F- 17 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 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 11). The Company conducts its businesses in China, Hong Kong, Malaysia and Labuan 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. Earnings per share (EPS) The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks, for example, convertible securities, options and warrants as if they had been converted at the beginning of the period presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect would increase earnings per share or decrease loss per share, are excluded from the calculation of diluted EPS . For the years ended December 31, 2025, and 2024, there were no dilutive shares. 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$”), which is also the respective functional currency of subsidiaries. In general, for consolidation purposes, if a subsidiary’s functional currency is other than US$, its assets and liabilities are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates prevailing during the period. Any gains or losses resulting from the 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 2025 2024 As of and for the years ended December 31, 2025 2024 Period-end MYR : US$1 exchange rate 4.06 4.47 Period-average MYR : US$1 exchange rate 4.27 4.56 Period-end RMB : US$1 exchange rate 7.00 7.30 Period-average RMB : US$1 exchange rate 7.17 7.19 Period-end HK$ : US$1 exchange rate 7.78 7.77 Period-average HK$ : US$1 exchange rate 7.80 7.80 Exchange rate 7.80 7.80 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- 18 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 input 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 sheets for cash and cash equivalents, accounts receivable, prepaids and other current assets, digital assets, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments. Concentrations of risks For the year ended December 31, 2025, one (1) customer accounted for 21 % of the Company’s revenue, and three (3) customers accounted for 34 % ( 14 %, 10 % and 10 %, respectively) of the Company’s accounts receivable at year-end. For the year ended December 31, 2024, one (1) customer accounted for 12 % of the Company’s revenue, and one (1) customer accounted for 85 % of the Company’s accounts receivable at year-end. For the year ended December 31, 2025, no vendor accounted for 10 % or more of the Company’s cost of revenues, and one (1) vendor accounted for 35 % of the Company’s accounts payable at year-end. For the year ended December 31, 2024, no vendor accounted for 10 % or more of the Company’s cost of revenues, and two (2) vendors accounted for 74 % ( 53 % and 21 %, 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 Southeast Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on the 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. F- 19 Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Accounting Standards Adopted in 2025 Accounting Standards Update 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets Disclosures: On December 13, 2023, the FASB issued ASU No. 2023-08. ASU 2023-08 amends ASC 350-60, Intangibles – Goodwill and Other, to provide guidance on the accounting for and disclosure of crypto assets and requires that the Company (i) subsequently remeasure 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; (ii) present crypto assets separate from other intangible assets in the consolidated balance sheets; (iii) present the gains and losses from remeasurement of crypto assets separately in the consolidated statements of operations; and (iv) provide specific disclosures for crypto assets. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Since the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60), and the required disclosures are included in Note 3, Digital Assets. On March 18, 2025, the FASB issued ASU 2025-02, which provided amendments to SEC paragraphs pursuant to Staff Accounting Bulletin 122. This amendment removed text related to “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Its Platform Users,” from ASU 405-10-S99-1, because Staff Accounting Bulletin 122 rescinded the topic. Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively. The Company adopted this ASU prospectively in the fourth quarter of 2025, and the required disclosures are included in Note 11, Income Taxes. Accounting Standards not yet Adopted Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: In November 2024, FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its consolidated financial statement and related disclosures. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its consolidated financial position, statements of operations and cash flows. F- 20 NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS Revenues The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”) and revenue from leasing or trading of real estate properties (“real estate revenue”). Revenue from provision of business services For certain service contracts, we assist or provide advisory services 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 cost of revenue is recorded as incurred and the 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, 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 provision of digital platforms and trading of digital assets Through our subsidiary, Green-X Corp. in Labuan (“Green-X”), we operate a platform under the Labuan Financial Services and Securities Act 2010 (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. Revenue from the provision of the digital platform represents the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively. We recognize revenues when services have been rendered to clients, that is, performance obligations have been fulfilled. Revenue from the trading of digital assets represents the sales income of digital assets. We recognize revenues when risks and rewards of ownership of the digital assets have been transferred to the buyers; that is, we lose control over the assets sold and the amount of sales revenue can be reliably measured. From December 2024, we have started to issue and sell our digital assets, GX Token, to other investors. Revenue from leasing real estate properties Rental revenue represents 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 assets. 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 real estate properties are considered as a sale of a non-financial asset. Under ASC 610-20, the Company de-recognizes its assets and recognizes a gain or loss on the sale of real estate when control of the underlying asset transfers to the buyer. Other than 40% of the real estate properties in Hong Kong were distributed to the non-controlling interest (the “NCI”) of Forward Win International Limited (“FWIL”), a Hong Kong subsidiary of the Company, for its acquisition of the remaining 40% shares of FWIL from the NCI on April 15, 2024, no real estate property was sold during 2025 and 2024. F- 21 Cost of revenues Cost of service revenue Service cost primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered. Cost of digital revenue Digital cost 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 Rental costs primarily include 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 Cost of real estate property sold primarily consists of the purchase price of the property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred. The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE 2025 2024 For the years ended December 31, 2025 2024 Revenue by business line: Corporate advisory – non-listing services $ 1,063,535 $ 1,429,860 Corporate advisory – listing services 780,433 1,662,043 Provision of a digital platform and trading of digital assets 168,240 327,802 Rental of real estate properties 61,349 76,700 Total revenue $ 2,073,557 $ 3,496,405 2025 2024 For the years ended December 31, 2025 2024 Revenue by geographic area: Hong Kong $ 786,715 $ 1,831,208 Malaysia 430,528 655,725 China 856,314 1,009,472 Total revenue $ 2,073,557 $ 3,496,405 Deferred costs of revenue For a service contract where the performance obligation has not been completed, deferred cost 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, the deferred revenue is recorded for any payments received in advance before completion of the performance obligation. As of December 31, 2025, and 2024, deferred costs of revenue and deferred revenue are classified as current assets and current liabilities, respectively: SCHEDULE OF DEFERRED COST OF REVENUE OR DEFERRED REVENUE 2025 2024 As of December 31, 2025 2024 Current assets Deferred costs of revenue $ 58,099 $ 38,382 Current liabilities Deferred revenue $ 201,535 $ 213,000 Changes in deferred revenue during 2025 and 2024 are as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE 2025 2024 As of and for the years ended December 31, 2025 2024 Deferred revenue, beginning of year $ 213,000 $ 1,075,404 New contract liabilities 768,968 799,639 Performance obligations satisfied ( 780,433 ) ( 1,662,043 ) Deferred revenue, end of year $ 201,535 $ 213,000 F- 22 NOTE 3 - DIGITAL ASSETS We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of December 31, 2025, the details of digital assets we held are as follows: SCHEDULE OF DIGITAL ASSETS Ticker Symbol Digital Assets Number of Tokens (1) Value per Token (1) Total Value (2) 2UT Brighsun 2UT 8,451.810 $ 2.336 $ 19,747 BCH Bitcoin Cash 0.022 599.190 13 BTC Bitcoin 0.033 87,520.000 2,873 ETH Ethereum 0.824 2,966.770 2,444 USDT Tether 257,246.961 0.999 256,912 XRP Ripple 93.364 1.840 172 $ 282,161 (1) Number of tokens and value per token were displayed up to 3 decimal places, respectively. (2) Total value was rounded to the nearest dollar. As of December 31, 2024, the details of digital assets we held are as follows: Ticker Symbol Digital Assets Number of Tokens (1) Value per Token (1) Total Value (2) 2UT Brighsun 2UT 2,127.949 $ 4.451 $ 9,471 BCH Bitcoin Cash 0.022 234.360 5 BTC Bitcoin 0.004 85,045.455 318 ETH Ethereum 0.815 3,285.56 2,677 USDT Tether 179,933.792 1.000 179,885 XRP Ripple 82.017 0.513 42 $ 192,398 (1) Number of tokens and value per token were displayed up to 3 decimal places, respectively. (2) Total value was rounded to the nearest dollar. The following table sets forth a summary of the changes in the estimated fair value of our digital assets during the years ended December 31, 2025, and 2024, respectively: SCHEDULE OF CHANGES IN CRYPTO ASSETS 2025 2024 As of December 31, 2025 2024 Fair value at beginning of year $ 192,398 $ - Additions during the year 94,581 192,398 Change in fair value during the year ( 4,818 ) - Fair value at end of year $ 282,161 $ 192,398 The estimated fair value of our digital assets was $ 282,161 and $ 192,398 as of December 31, 2025, and December 31, 2024, respectively. For the year ended December 31, 2025, we recognized a fair value loss on digital assets of $ 4,818 . During 2024, we issued 4,000,000 tokens of our digital assets, GX Token, in exchange for 5,000,000 tokens of Dignity Token, an asset-backed crypto security token (“DiGau”). Despite the token exchange, DiGau was not recognized in our consolidated balance sheets as of December 31, 2025, and 2024, respectively, as the transaction did not meet the criteria for asset recognition. As of the date of this report, we have not yet determined the value of DiGau and are still evaluating the fair value due to a lack of observable market transactions and price information. We do not expect that the exclusion of the transaction will have a significant effect on our consolidated financial statements as of December 31, 2025, and 2024, respectively. F- 23 NOTE 4 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY AND EQUIPMENT NET 2025 2024 As of December 31, 2025 2024 Property and equipment Office leasehold $ 3,008,413 $ 3,008,413 Furniture and fixtures 52,058 52,058 Office equipment 147,932 142,864 Leasehold improvement 92,566 92,566 Property and equipment, gross beginning 3,300,969 3,295,901 Changes during the year: Add: Additions 2,788 5,068 Less: Impairment ( 813,552 ) - Property and equipment, gross ending 2,490,205 3,300,969 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 1,074,081 ) ( 882,363 ) Depreciation for the year ( 128,177 ) ( 129,232 ) Disposal or write-off - - Effect of changes in exchange rate 70,234 ( 62,486 ) Accumulated depreciation, end of year ( 1,132,024 ) ( 1,074,081 ) Property and equipment, net $ 1,358,181 $ 2,226,888 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”). The Office Leasehold is subject to a 50 -year land lease with a remaining term of 19 years and is being depreciated over the remaining lease term. Depreciation for the Office Leasehold, classified as an operating expense, was $ 102,172 and $ 102,241 for the years ended December 31, 2025, and 2024, respectively. Depreciation for property and equipment, including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement, classified as an operating expense, totaling $ 128,177 and $ 129,232 for the years ended December 31, 2025, and 2024, respectively. During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, indicators of impairment of the Office Leasehold were identified. As of December 31, 2025, the fair value of the Office Leasehold was appraised by the Appraiser at approximately $ 1,300,000 (equivalent to RMB 9,100,000 ), compared to the Office Leasehold’s net book value of approximately $ 2,100,000 (equivalent to RMB 15,000,000 ), the Office Leasehold was devalued. The Company determined that the Office Leasehold was impaired, an impairment of its property and equipment of $ 813,552 was recognized for the year ended December 31, 2025, and the property and equipment was revalued at approximately $ 1,300,000 (equivalent to RMB 9,100,000 ) as of December 31, 2025. As of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment. On December 31, 2025, and 2024, the Company’s property and equipment were valued at $ 1,358,181 and $ 2,226,888 , respectively. F- 24 NOTE 5 - REAL ESTATE HELD FOR SALE Real estate held for sale represents multiple units in a building located in Hong Kong (the “Property”). On February 25, 2015, the Company acquired a 60 % interest of Forward Win International Limited (“FWIL”), a company that aims to trade the Property. 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 the Property for which a committed plan to sell exists and an active program to market the Property has been initiated. On April 15, 2024, the Company acquired the remaining 40 % shares of FWIL from the non-controlling interest (the “NCI”) in exchange for a distribution of 40 % of FWIL’s Property as consideration for its acquisition and settlement of a loan from the NCI (the “Acquisition”). Other than the Acquisition, no property was sold during 2025 and 2024. During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Property’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, indicators of impairment of the Property were identified. As of December 31, 2025, the fair value of the Property was appraised by the Appraiser at approximately $ 887,000 (equivalent to HK$ 6,900,000 ), compared to the Property’s net book value of approximately $ 980,000 (equivalent to HK$ 7,700,000 ), the Property was devalued. The Company determined that the Property was impaired, an impairment of the Property of $ 96,846 was recognized for the year ended December 31, 2025, and the Property was revalued at approximately $ 887,000 (equivalent to HK$ 6,900,000 ) as of December 31, 2025. As of December 31, 2024, the Company identified there were no indicators of impairment of the Property. SCHEDULE OF IDENTIFIED THERE WERE NO INDICATORS OF IMPAIRMENT OF THE PROPERTY 2025 2024 As of December 31, 2025 2024 Real estate held for sale, beginning of year $ 980,402 $ 1,659,207 Changes during the year: Less: Distribution to the NCI - ( 678,085 ) Less: Impairment ( 96,846 ) - Effect of changes in exchange rate 2,946 ( 720 ) Changes in real estate ( 93,900 ) ( 678,805 ) Real estate held for sale, end of year $ 886,502 $ 980,402 On December 31, 2025, and 2024, the Company’s real estate held for sale was valued at $ 886,502 and $ 980,402 , respectively. F- 25 NOTE 6 - REAL ESTATE HELD FOR INVESTMENT, NET SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET 2025 2024 As of December 31, 2025 2024 Real estate held for investment Office leasehold $ 467,581 $ 780,518 Furniture and fixtures 44,244 51,721 Office equipment 15,860 16,534 Leasehold improvement 27,736 70,906 Real estate held for investment 555,421 919,679 Changes during the year: Less: Disposal - ( 364,258 ) Real estate held for investment, gross 555,421 555,421 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 202,567 ) ( 320,931 ) Depreciation for the year ( 9,992 ) ( 15,590 ) Disposal 118,344 Effect of changes in exchange rate 35,295 15,610 Accumulated depreciation, end of year ( 177,264 ) ( 202,567 ) Real estate held for investment, net $ 378,157 $ 352,854 Office leasehold under real estate held for investment represents the Company’s two adjoining office units located in one commercial building in Malaysia (the “Office Leasehold”). The Office Leasehold is currently rented to an unrelated tenant. Depreciation for real estate held for investment including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement, included in the cost of rental revenue, was $ 9,992 and $ 15,590 for the years ended December 31, 2025, and 2024, respectively. During the first quarter of 2025, the Company’s furniture and fixtures, office equipment and leasehold improvement under real estate held for investment had been fully depreciated with a nil net book value. During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, no indicators of impairment of the Office Leasehold were identified. The Company determined that the asset was not impaired, no impairment of its real estate held for investment was recognized for the year ended December 31, 2025, and the real estate held for investment was valued at approximately $ 378,000 (equivalent to MYR 1,535,000 ) as of December 31, 2025. As of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for investment. On December 31, 2025, and 2024, the Company’s real estate held for investment was valued at $ 378,157 and $ 352,854 , respectively. F- 26 NOTE 7 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of December 31, 2025 2024 Investment in equity securities without readily determinable fair values of affiliates (related parties): Greenpro Trust Limited (a)(i) $ - $ 11,981 SEATech Ventures Corp. (a)(ii) - 92 Total $ - $ 12,073 Investments in equity securities 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 impairments is 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 its 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. In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 Fair Value Measurement to evaluate the fair values of the Investments approximate or exceed their carrying values. During 2025 and 2024, the changes in carrying values of the Investments are as follows: SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES 2025 2024 As of December 31, 2025 2024 Original cost Balance, beginning of year $ 8,331,139 $ 8,331,964 Additions during the year - 92 Disposals and terminations during the year - ( 700 ) Disposal of impaired investment during the year ( 150 ) ( 217 ) Balance, end of year 8,330,989 8,331,139 Accumulated impairment Balance, beginning of year ( 8,319,066 ) ( 8,231,858 ) Impairment for the year ( 12,073 ) ( 87,425 ) Disposal of impaired investment during the year 150 217 Balance, end of year ( 8,330,989 ) ( 8,319,066 ) Net carrying values of equity securities without readily determinable fair values $ - $ 12,073 F- 27 On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company will acquire 0.99 % of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”). Subject to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the aggregate closing consideration to be issued by the Company to the Seller shall be $ 1,200,000 , to be satisfied with the issuance of 800,000 shares of the Company’s Common Stock, par value $ 0.0001 per share, valued at $ 1.50 per share (the “Consideration”). Such shares shall be restricted under Rule 144 of the Securities Act of 1933 (the “Securities Act”). Pursuant to Article 6.4 of the Acquisition Agreement, all 800,000 shares to be issued as Consideration will be held in escrow and will remain under the control of the Company until the Closing. For the year ended December 31, 2025, the Company recognized an impairment of $ 12,073 for two (2) of the Investments (see (a)) and recorded a reversal of impairment of $ 150 for one (1) of the Investments (see (b)). During 2025, one (1) impaired investment of the Investments of $ 150 was sold to an unrelated party for $ 39,950 . As a result, the Company recognized a gain of disposal of investment of $ 39,800 and a reversal of impairment of investment of $ 150 for the year ended December 31, 2025 (see (b)). On December 31, 2025, the Investments represented the Company’s twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with a nil value. As of December 31, 2025, the Acquisition has not been completed as the Consideration has yet been settled, and hence the Acquisition was not reported to the Company’s consolidated financial statements. As of the date of this report, the Consideration is still outstanding, and the Company is continuing to discuss the date of settlement of the Consideration with the Seller. For the year ended December 31, 2024, the Company recognized an impairment of $ 87,425 for eight (8) of the Investments. During 2024, the Company paid $ 92 or $ 0.0001 per share to acquire 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) from an unrelated party in addition to the remaining 2,279,813 SEATech shares which were acquired and impaired in 2018. During 2024, the Company sold all its 1,000,000 common shares of Agape ATP Corporation (“Agape”) which were acquired in total of $ 100 , through a broker in two batches for $ 307,697 , and sold back all its 5,000,000 common shares of Celmonze Wellness Corporation (“Celmonze”) to Celmonze at cost $ 500 or $ 0.0001 per share, and sold all its 2,165,000 common shares of MU Global Holding Limited (“MUGH”) which were acquired in total of $ 217 and fully impaired in 2018 to an unrelated party for $ 17,320 . In December 2024, REBLOOD Biotech Corp. (“REBLOOD”) was dissolved and hence, all 1,000,000 REBLOOD shares which were acquired by the Company at $ 100 or $ 0.0001 per share in 2022 were annulled and the investment in REBLOOD was terminated. On December 31, 2024, the Investments represented the Company’s twenty-one (21) investments in related parties’ equity securities without readily determinable fair values. In which, nineteen (19) of the Investments were impaired with a nil value and the remaining two (2) of the Investments have an aggregate value of $ 12,073 . (a) Impairment of other investments during 2025 F- 28 (a) Greenpro Trust Limited On March 30, 2015, our wholly owned subsidiary, Greenpro Resources Limited, a British Virgin Islands company (“GRBVI”), acquired 300,000 shares, representing approximately 8 % of the issued and outstanding shares of Greenpro Trust Limited, a Hong Kong company (“GTL”), from its shareholders at a price of HK$ 300,000 (approximately $ 38,710 ) or HK$ 1 per share. GTL is principally engaged in the provision of trusteeship, custodial and fiduciary services to clients in Hong Kong. On April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belizean company (“AUB”), acquired 100,000 shares, representing approximately 3 % of the issued and outstanding shares of GTL for HK$ 100,000 (approximately $ 12,903 ) or HK$ 1 per share. The Company indirectly has an aggregate of approximately 11 % interest in GTL with an investment value of $ 51,613 . Messrs. Lee and Loke are common directors of GTL and the Company. On December 31, 2022, the net asset value (“NAV”) of GTL was $ 107,835 and according to the Company’s 11 % interest in GTL’s NAV, our investment was valued at approximately $ 11,981 . Hence, the Company recorded an impairment loss of $ 39,632 for the year ended December 31, 2022. From 2023 to 2024, our investment value in GTL remained the same at $ 11,981 as no impairment indicator occurred during these two years. For the year ended December 31, 2025, the Company recognized an impairment of $ 11,981 for the investment in GTL due to GTL’s failure to provide updated financial statements for evaluation. As a result, our investment in GTL was fully impaired with a nil value as of December 31, 2025. (ii) SEATech Ventures Corp. On August 8, 2024, GVCL entered into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr. Seah”). Pursuant to the agreement, Mr. Seah agreed to sell his 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) to GVCL for approximately $ 92 or $ 0.0001 per share. SEATech is a Nevada corporation and principally provides mentoring and incubation services to clients. The investment was recognized at a cost of $ 92 under other investments. In addition to the acquisition in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during 2018, GVCL in aggregate holds 3,203,357 shares of common stock of SEATech as of December 31, 2024. As of December 31, 2024, the Company recorded the investment in SEATech at a historical cost of $ 92 under other investments. For the year ended December 31, 2025, the Company recognized an impairment of $ 92 for the investment in SEATech due to its continuous losses and stockholders’ deficit. As a result, our investment in SEATech was fully impaired with a nil value as of December 31, 2025. (b) Disposal of other investments during 2025 Jocom Holdings Corp. On June 2, 2021, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”), entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Jocom at a price of $ 150 or $ 0.0001 per share. Upon acquisition, the Company recorded the investment in Jocom at a historical cost of $ 150 under other investments. For the year ended December 31, 2024, the Company made a full impairment of $ 150 for the investment in Jocom due to its continuous losses and stockholders’ deficit. As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024. On January 24, 2025, GVCL sold all 1,500,000 shares of Jocom’s common stock to an unrelated party, Chu, Hon Pong, at a price of $ 39,950 . As a result, GVCL recognized a gain on disposal of other investment of $ 39,800 and a reversal of impairment of investment of $ 150 for the year ended December 31, 2025. F- 29 NOTE 8 - INTANGIBLE ASSETS AND GOODWILL Intangible assets, net SCHEDULE OF INTANGIBLE ASSETS 2025 2024 As of December 31, 2025 2024 Intangible assets 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 ( 480,076 ) ( 479,604 ) Amortization for the year ( 271 ) ( 476 ) Effect of changes in exchange rate ( 1 ) 4 Accumulated amortization, end of year ( 480,348 ) ( 480,076 ) Intangible assets, net $ 437 $ 709 As of December 31, 2025 and 2024, 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 Corporate 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, 2025, and 2024, the customer lists from FCSL and the insurance agency license from Sparkle had been fully amortized with a nil value. During the fourth quarter of 2025, the Company conducted an annual impairment test and concluded that it is more likely than not that the estimated fair value of GRHK’s trademarks was more than their carrying amount, and no impairment indicator existed. As a result, no impairment was recognized for the year ended December 31, 2025. Amortization expense for intangible assets for the years ended December 31, 2025, and 2024 was $ 271 and $ 476 , respectively. Amortization for each year following December 31, 2025, is as follows: SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS Year ending December 31, Trademarks 2026 $ 242 2027 150 2028 45 Total $ 437 As of December 31, 2025, the accumulated amortization of intangible assets was $ 480,348 , and the net value of intangible assets was $ 437 . F- 30 Goodwill SCHEDULE OF GOODWILL 2025 2024 As of December 31, 2025 2024 Goodwill Falcon Accounting & Secretaries Limited $ 319,726 $ 319,726 Greenpro Capital Village Sdn. Bhd. 26,082 26,082 Global Business Hub Limited 6,035 - Goodwill 351,843 345,808 Changes during the year: Add: Goodwill from Global Business Hub Limited - 6,035 Changes during the year 351,843 351,843 Less: Accumulated impairment Accumulated impairment, beginning of year ( 345,808 ) ( 263,247 ) Impairment for the year ( 6,035 ) ( 82,561 ) Accumulated impairment, end of year ( 351,843 ) ( 345,808 ) Goodwill, after impairment $ - $ 6,035 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, $ 26,082 from its acquisition of Greenpro Capital Village Sdn. Bhd. (“GCVSB”) in 2021 and $ 6,035 from its acquisition of Global Business Hub Limited (“GBHL”) in 2024. Collectively, the Company’s goodwill totaled $ 351,843 . Goodwill is not amortized but tested for any indicators of impairment annually. During the fourth quarter of 2022, the Company conducted annual impairment tests for FASL and GCVSB, and concluded that there were indicators of impairment for goodwill derived from the acquisition of FASL. As the net asset value (“NAV”) of FASL was less than the value of goodwill as of December 31, 2022, an impairment of $ 263,247 was recognized for the year ended December 31, 2022. The value of the Company’s goodwill was impaired to $ 82,561 , represented the value of goodwill related to FASL was impaired to $ 56,479 and the value of goodwill related to GCVSB remained at $ 26,082 as of December 31, 2022. During the fourth quarter of 2023, the Company conducted annual impairment tests and concluded that there were no indicators of impairment for goodwill derived from the acquisitions of FASL and GCVSB, as both the NAV of FASL and GCVSB were greater than their respective value of goodwill as of December 31, 2023. During the fourth quarter of 2024, the Company conducted annual impairment tests for FASL, GCVSB and GBHL, and concluded that there were indicators of impairment for goodwill derived from the acquisitions of FASL and GCVSB. As the NAV of FASL was less than the value of goodwill of $ 56,479 and the NAV of GCVSB is less than the value of goodwill of $ 26,082 as of December 31, 2024, an impairment of $ 56,479 and $ 26,082 was recognized, respectively. For the year ended December 31, 2024, total impairment of $ 82,561 was recognized, the value of goodwill related to FASL and GCVSB were respectively impaired to nil , the value of goodwill related to the Company’s newly acquired subsidiary, GBHL remained at $ 6,035 as of December 31, 2024. During the fourth quarter of 2025, the Company conducted an annual impairment test for GBHL and concluded that there were indicators of impairment for goodwill derived from the acquisition of GBHL. As the NAV of GBHL is less than the value of goodwill of $ 6,035 as of December 31, 2025, an impairment of $ 6,035 was recognized for the year ended December 31, 2025. The value of goodwill related to GBHL was impaired to nil as of December 31, 2025. For the years ended December 31, 2025, and 2024, $ 6,035 and $ 82,561 of impairment of goodwill was recognized, respectively. As of December 31, 2025, and 2024, the value of the Company’s goodwill was $ 0 and $ 6,035 , respectively. F- 31 NOTE 9 - LEASES As of December 31, 2025, the Company has an operating lease agreement for one office space in Hong Kong, with a cancellable term of one year commencing from March 15, 2025, to March 14, 2026, after a non-cancellable term of 2 two years expired on March 14, 2025, and has a finance lease for a motor vehicle in Malaysia, with a term of 5 five years. Other than these leases, the Company does not have any other leases over the term of one year. Any lease with an initial term of 12 months or less is not recorded on the balance sheets. 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 the 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 during the past two years are as follows: SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION 2025 2024 For the years ended December 31, 2025 2024 Lease costs Operating lease costs: Rental expenses (1) $ 97,721 $ 97,667 Other rental expenses (2) 15,630 16,541 Total operating lease costs 113,351 114,208 Finance lease costs: Interest expenses $ 883 $ 1,070 Total finance lease costs 883 1,070 Total lease costs $ 114,234 $ 115,278 Other information Cash paid for amounts included in the measurement of lease liabilities: Rental payment - operating leases $ 97,721 $ 97,667 Interest repayment - finance leases 883 1,070 Principal repayment - finance leases 3,944 3,447 Total cash paid $ 102,548 $ 102,184 Non-cash activity: Balance payment of ROU asset by finance lease liabilities $ 11,275 $ 14,001 Weighted average remaining lease term (in years): Operating leases 0.20 0.20 Finance leases 2.42 3.42 Weighted average discount rate: Operating leases 4.0 % 4.0 % Finance leases 6.9 % 6.9 % (1) Rental expenses include amortization of $ 95,493 and $ 94,807 and interest expenses of $ 2,228 and $ 2,860 for the years ended December 31, 2025, and 2024, 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. F- 32 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 2025 2024 As of December 31, 2025 2024 Assets Long-term operating lease ROU assets, net (1) $ 19,890 $ 19,929 Long-term finance lease ROU asset, net (2) 15,794 20,272 Total ROU assets $ 35,684 $ 40,201 Liabilities Current portion of operating lease liabilities $ 19,890 $ 19,929 Current portion of finance lease liabilities 4,442 3,766 Total current lease liabilities 24,332 23,695 Long-term finance lease liabilities 6,833 10,235 Total long-term lease liabilities 6,833 10,235 Total lease liabilities $ 31,165 $ 33,930 (1) Operating lease ROU assets, are measured at a cost of $ 447,497 and $ 351,829 and less accumulated amortization of $ 427,607 and $ 331,900 as of December 31, 2025, and 2024, respectively. (2) Finance lease ROU asset, is measured at a cost of $ 28,898 and less accumulated amortization of $ 13,104 and $ 8,626 as of December 31, 2025, and 2024, respectively. Maturities of the Company’s lease liabilities as of December 31, 2025, are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating leases Finance leases Year ending December 31, 2026 20,001 5,077 2027 - 5,077 2028 - 2,112 Total future minimum lease payments 20,001 12,266 Less: Imputed interest/present value discount ( 111 ) ( 991 ) Present value of lease liabilities $ 19,890 $ 11,275 Lease obligations Current lease obligations $ 19,890 $ 4,442 Long-term lease obligations - 6,833 Total lease obligations $ 19,890 $ 11,275 For the year ended December 31, 2025, total lease costs were $ 114,234 including operating lease costs of $ 113,351 and finance lease costs of $ 883 . For the year ended December 31, 2024, total lease costs were $ 115,278 including operating lease costs of $ 114,208 and finance lease costs of $ 1,070 . F- 33 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. During 2024, the Company did no t issue any shares of its Common Stock. During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total cash proceeds of $ 1,235,000 . The proceeds aim to fund the expansion of the Company’s operations. A list of the sales and issuance of the Company’s Common Stock during 2025 is set forth below: SCHEDULE OF SALES AND ISSUANCE OF SHARES OF COMMON STOCK Name of Shareholder Shares of common stock issued Cash proceeds from share issuance Name of Shareholder Shares of Common Stock Issued Cash Proceeds from Share Issuance Poon, Tsz Yu (1) 50,000 $ 50,000 Tan, Lee Sha (1) 125,000 125,000 Chui, Sang Derek (1) 50,000 50,000 Ho, Tak Leung (1) 20,000 20,000 Good Girl Environmental Plant Research Center Limited (1), (2), (5) 555,000 665,000 Ngai, Suk Fun (3) 50,000 65,000 Lam, Hung Tak (3) 20,000 26,000 Yeung, Kam Shing William (3), (4) 50,000 65,000 Kwan, Tak Hing (3) 10,000 13,000 Tam, Kwai Ching (4) 20,000 26,000 Song, Shijie (4) 100,000 130,000 Total 1,050,000 $ 1,235,000 (1) On June 10, 2025, the Company entered into subscription agreements with five (5) individual investors, providing for the private placement of an aggregate of 500,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.00 for cash proceeds of $ 500,000 . (2) On June 23, 2025, the Company entered into a subscription agreement with one (1) individual investor, providing for the private placement of 200,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.30 for cash proceeds of $ 260,000 . (3) On October 1, 2025, the Company entered into subscription agreements with four (4) individual investors, providing for the private placement of an aggregate of 100,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.30 for cash proceeds of $ 130,000 . (4) On November 14, 2025, the Company entered into subscription agreements with three (3) individual investors, providing for the private placement of an aggregate of 150,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.30 for $ 195,000 . (5) On December 18, 2025, the Company entered into subscription agreements with one (1) individual investor, providing for the private placement of an aggregate of 100,000 shares of the Company’s Common Stock, par value $ 0.0001 , at a per share purchase price of $ 1.50 for cash proceeds of $ 150,000 . F- 34 NOTE 11 - INCOME TAXES Loss before income taxes for the years ended December 31, 2025, and 2024 is summarized as follows: SCHEDULE OF LOSS BEFORE INCOME TAXES 2025 2024 Year ended December 31, 2025 2024 Loss before income taxes: United States $ 719,938 $ 669,963 Foreign 2,250,154 51,425 Loss before income taxes $ 2,970,092 $ 721,388 Provision for income taxes for the years ended December 31, 2025, and 2024 is summarized as follows: SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES 2025 2024 Year ended December 31, 2025 2024 Current: Federal $ - $ - State - - Foreign 12,241 4,439 Total current 12,241 4,439 Deferred: Federal - - State - - Foreign - - Total deferred - - Total provision for income taxes $ 12,241 $ 4,439 The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the years ended December 31, 2025, and 2024 is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Year ended December 31, 2025 2024 Amount Percent Amount Percent Loss before income taxes $ ( 2,970,092 ) $ ( 721,388 ) Federal statutory tax rate ( 623,719 ) 21.0 % ( 151,491 ) 21.0 % State and local income tax, net of federal income tax effect 151,187 ( 5.1 )% 140,692 ( 19.5 )% Foreign tax effects: China Changes in valuation allowances 292,768 ( 9.9 )% ( 225,583 ) 31.3 % Foreign rate difference ( 46,843 ) 1.6 % 36,093 ( 5.0 )% Other - - % 1,406 ( 0.2 )% Hong Kong Changes in valuation allowances 97,712 ( 3.3 )% 93,627 ( 13.0 )% Foreign rate difference 10,045 ( 0.3 )% 25,535 ( 3.5 )% Other 12,241 ( 0.4 )% 3,033 ( 0.4 )% Malaysia Changes in valuation allowances 48,042 ( 1.6 )% 3,209 ( 0.5 )% Foreign rate difference ( 6,005 ) 0.2 % 160 ( 0.0 )% Labuan Changes in valuation allowances 6,160 ( 0.2 )% 5,582 ( 0.8 )% Foreign rate difference 36,958 ( 1.3 )% 33,493 ( 4.6 )% Other foreign jurisdictions* 33,695 ( 1.1 )% 38,683 ( 5.4 )% Income tax expense and effective tax rate $ 12,241 ( 0.4 )% $ 4,439 ( 0.6 )% * Other foreign jurisdictions include one of the Company’s subsidiaries incorporated in the British Virgin Islands (BVI) and Anguilla respectively with a zero corporate tax rate and two subsidiaries incorporated in Belize with tax exemptions due to foreign-sourced income and operating losses. F- 35 The income taxes paid (net of refunds) by jurisdiction for the years ended December 31, 2025, and 2024, as reported in the Consolidated Statements of Cash Flows, are as follows: SCHEDULE OF INCOME TAXES PAID (NET OF REFUNDS) BY JURISDICTION 2025 2024 Year ended December 31, 2025 2024 China $ - $ 1,692 Hong Kong 11,371 - Total $ 11,371 $ 1,692 The significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand): SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS 2025 2024 As of December 31, 2025 2024 Deferred tax assets Impairment of goodwill, intangible assets, and investments $ 832,000 $ 832,000 Financing costs 974,000 974,000 Operating lease liability 4,000 4,000 Finance lease liability 3,000 3,000 Accounts receivable allowance 1,000 1,000 Net operating loss (NOL) carryforwards: – United States of America 5,070,000 4,919,000 – China 626,000 334,000 – Hong Kong 690,000 632,000 – Malaysia 323,000 230,000 – Labuan 23,000 17,000 Net operating loss (NOL) carryforwards 23,000 17,000 Gross deferred tax assets 8,546,000 7,946,000 Less: Valuation allowance ( 8,539,000 ) ( 7,938,000 ) Total deferred tax assets 7,000 8,000 Deferred tax liabilities Operating lease right-of-use asset 4,000 4,000 Finance lease right-of-use asset 3,000 4,000 Total deferred tax liabilities 7,000 8,000 Net deferred tax asset (liability) $ - $ - The table below summarizes changes in the valuation allowance for deferred tax assets for the years presented (rounded to the nearest thousand): SCHEDULE OF CHANGES IN THE VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS 2025 2024 Year ended December 31, 2025 2024 Valuation allowance Balance, beginning of year $ 7,938,000 $ 8,066,000 Increases in (reversal of) valuation allowance during the year 601,000 ( 128,000 ) Balance, end of year $ 8,539,000 $ 7,938,000 F- 36 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 $ 8,539,000 to offset deferred tax assets of $ 8,546,000 including deferred tax assets related to the net operating loss (NOL) carryforwards of $ 6,732,000 as of December 31, 2025. For the year ended December 31, 2025, a valuation allowance was increased by $ 600,000 , this increase was primarily due to an increase of NOL carryforwards of $ 292,000 from the Company’s China subsidiaries. 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, 2025, and 2024, the operations in the United States of America incurred a net operating loss (NOL) of $ 720,000 and $ 670,000 , respectively. As of December 31, 2025, the cumulative net operating losses (NOLs) were $ 24,143,000 which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037, if unutilized. China The Company’s subsidiaries operating in China are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25 %. For the years ended December 31, 2025, and 2024, the subsidiaries in China recorded an aggregate net operating loss (NOL) of $ 1,171,000 and an aggregate net operating income (NOI) of $ 902,000 , respectively. As of December 31, 2025, the subsidiaries operating in China had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 2,506,000 which can be carried forward to offset future taxable income. The NOL carryforwards will expire in 5 years, 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 years ended December 31, 2025, and 2024, the subsidiaries in Hong Kong incurred an aggregate net operating loss (NOL) of $ 525,000 and $ 567,000 , respectively. As of December 31, 2025, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $ 3,747,000 . The cumulative NOLs can be carried forward indefinitely to offset future taxable income. Malaysia The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24 % on their assessable income for the tax year. For the years ended December 31, 2025, and 2024, the subsidiaries in Malaysia incurred an aggregate net operating loss (NOL) of $ 200,000 and $ 16,000 , respectively. As of December 31, 2025, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,348,000 which can be carried forward indefinitely to offset taxable income in the future. Labuan The Company’s subsidiaries operating in Labuan are subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting from 3 % on their assessable income for the tax year. For the years ended December 31, 2025, and 2024, the subsidiaries in Labuan incurred an aggregate net operating loss (NOL) of $ 205,000 and $ 186,000 , respectively. As of December 31, 2025, the operations in Labuan have incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 776,000 which can be carried forward indefinitely to offset taxable income in the future. The Company has recorded a full valuation allowance against the deferred tax assets on the expected future tax benefits from 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- 37 NOTE 12 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Accounts receivable from related party: December 31, 2025 December 31, 2024 Accounts receivable, net - Related party K (net of allowance of $ 2 as of December 31, 2024) $ - $ 41 Accounts receivable, net - related party $ - $ 41 Due from related parties: December 31, 2025 December 31, 2024 Due from related parties - Related party B $ 178,909 $ 180,207 - Related party D 815,342 772,620 - Related party G 1,389 1,357 Total $ 995,640 $ 954,184 Due from related parties $ 995,640 $ 954,184 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, 2025 December 31, 2024 Due to related parties - Related party A $ 91,606 $ 23,218 - Related party B 6,697 11,944 - Related party G 284 - - Related party K 3,335 22,335 Total $ 101,922 $ 57,497 Due to related parties $ 101,922 $ 57,497 The amounts due to related parties are interest-free, unsecured and repayable on demand. SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES Deferred costs of revenue to related parties: December 31, 2025 December 31, 2024 Deferred costs of revenue to related parties - Related party A $ 2,500 $ 7,500 - Related party F 3,750 11,250 Total $ 6,250 $ 18,750 Deferred costs of revenue to related parties $ 6,250 $ 18,750 Investments in a related party: December 31, 2025 December 31, 2024 Investments in a related party - Related party B $ - $ 12,073 Investments in related party $ - $ 12,073 F- 38 Income from / expenses to related parties: 2025 2024 For the years ended December 31, Income from / expenses to related parties: 2025 2024 Service revenue from related parties - Related party A $ 3,326 $ 6,051 - Related party B 52,947 307,704 - Related party D - 26,181 - Related party E - 1,358 - Related party G 854 22,991 - Related party I 1,696 - - Related party K 38 51 Total $ 58,861 $ 364,336 Service revenue from related parties $ 58,861 $ 364,336 Digital revenue from related parties - Related party B $ - $ 1,000 - Related party K - 20,000 Total $ - $ 21,000 Revenue from related parties $ - $ 21,000 Cost of service revenue to related parties - Related party A $ 7,142 $ 7,184 - Related party F 7,500 3,750 Total $ 14,642 $ 10,934 Cost of service revenues to related parties $ 14,642 $ 10,934 General and administrative expenses to related parties - Related party A $ 31,420 $ 40,293 - Related party D 86,178 80,714 - Related party I 14,057 13,814 - Related party K 13,850 14,996 Total $ 145,505 $ 149,817 General and administrative expenses to related parties $ 145,505 $ 149,817 Other income from related parties - Related party B $ 27,956 $ 35,740 - Related party D 10,773 11,895 Total $ 38,729 $ 47,635 Other income from related parties $ 38,729 $ 47,635 Interest income from a related party - Related party B $ 6,103 $ 5,073 Interest income from a related party $ 6,103 $ 5,073 Gain on disposal of related party investments - Related party B $ 39,800 $ 324,917 Gain on disposal of related party investments $ 39,800 $ 324,917 Reversal of impairment of a related party investment - Related party B $ 150 $ - Reversal of impairment of related party investment $ 150 $ - Impairment of related party investments - Related party B $ 12,073 $ 87,425 Impairment of related party investments $ 12,073 $ 87,425 Loss on disposal of a related party investment - Related party B $ - $ 100 Loss on disposal of related party investment $ - $ 100 F- 39 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 in which the Company owns a respective percentage ranging from 1% to 18% interest 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 we can significantly influence based on our common business relationships. Related party E represents companies whose CEO was a consultant to the Company, and who was also a director of Aquarius Protection Fund and a shareholder of the Company. Related party E is no longer our consultant and shareholder, and hence, our related party relationship came to an end on August 29, 2024. Related party F represents a family member of Mr. Loke or family members of Mr. Loke. Related party G is under the 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 recognized an impairment of other receivables 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 were impaired and recognized an impairment of other investments of $ 368,265 . Related party I which is controlled by a family member of Mr. Lee. Related party J represents a non-controlling interest in the Company’s subsidiary owning its real estate held for sale. The amount due to related party J was unsecured, borne no interest and payable on demand, and was related to the initial acquisition of the real estate held for sale. Related party J became no longer our related party since our acquisition of all its 40 % shareholdings in our subsidiary on April 15, 2024. Related party K represents shareholders and directors of the Company. The amount 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 interest-free and are due on demand. F- 40 NOTE 13 - SEGMENT INFORMATION ASC 280, “Segment Reporting” requires disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The Company’s reportable segments are consistent with its internal organization structure and are regularly reviewed by the Company’s President and Chief Executive Officer (chief operating decision-maker or “CODM”) to allocate resources and assess performance for the entire Company. The CODM does not evaluate performance or allocate resources based on other income or expenses, and therefore such information is not allocated across its reportable segments. Other income or expenses which are not allocated to reportable segments are presented in the consolidated statements of operations and comprehensive income or loss. 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 three reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Digital business – provision of digital platform and trading of digital assets ● 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. Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories Currently, the Company has three reportable segments that are based on the following business units: service business, digital business and real estate business, respectively. Service business The changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows: SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION   2025 2024 $ % Year ended December 31, Change   2025 2024 $ % Revenues from external customers $ 1,785,107 $ 2,727,567 ( 942,460 ) ( 35 )% Revenues from related parties 58,861 364,336 ( 305,475 ) ( 84 )% Cost of revenues ( 351,491 ) ( 355,120 ) 3,629 ( 1 )% General and administrative expenses ( 3,466,877 ) ( 3,526,825 ) 59,948 ( 2 )% Loss from operations $ ( 1,974,400 ) $ ( 790,042 ) ( 1,184,358 ) 150 % The changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable segment / business unit are as follows:   2025 2024 $ % As of and for the years ended December 31, Change   2025 2024 $ % Investments in equity-method investees $ - $ 12,073 ( 12,073 ) ( 100 )% Total assets $ 3,410,904 $ 4,691,645 ( 1,280,741 ) ( 27 )% Expenditures for additions to long-lived assets $ 2,788 $ 668 2,120 317 % F- 41 Digital business The changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows:   2025 2024 $ % Year ended December 31, Change   2025 2024 $ % Revenues from external customers $ 168,240 $ 306,802 ( 138,562 ) ( 45 )% Revenues from related parties - 21,000 ( 21,000 ) ( 100 )% Cost of revenues ( 41,509 ) ( 48,495 ) 6,986 ( 14 )% General and administrative expenses ( 336,105 ) ( 463,546 ) 127,441 ( 27 )% Loss from operations $ ( 209,374 ) $ ( 184,239 ) ( 25,135 ) 14 % The changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable segment / business unit are as follows:   2025 2024 $ % As of and for the years ended December 31, Change   2025 2024 $ % Investments in equity-method investees $ - $ - - - % Total assets $ 777,085 $ 784,492 ( 7,407 ) ( 1 )% Expenditures for additions to long-lived assets $ - $ 4,400 ( 4,400 ) ( 100 )% Real estate business The changes in the performance results between 2025 and 2024 by reportable segment / business unit are as follows:   2025 2024 $ % Year ended December 31, Change   2025 2024 $ % Revenues from external customers $ 61,349 $ 76,700 ( 15,351 ) ( 20 )% Revenues from related parties - - - - % Cost of revenues ( 14,393 ) ( 22,825 ) 8,432 ( 37 )% General and administrative expenses ( 15,598 ) ( 48,872 ) 33,274 ( 68 )% Income from operations $ 31,358 $ 5,003 26,355 527 % The changes in equity-method investments, total assets, and capital expenditures for long-lives assets between 2025 and 2024 by reportable segment / business unit are as follows:   2025 2024 $ % As of and for the years ended December 31, Change   2025 2024 $ % Investments in equity-method investees $ - $ - - - % Total assets $ 903,399 $ 997,786 ( 94,387 ) ( 9 )% Expenditures for additions to long-lived assets $ - $ - - - % F- 42 (b) By Geography The Company principally operates in three regions, including Hong Kong, Malaysia and China. The distribution of revenues and significant expenses for the year ended December 31, 2025, by region is as follows: Hong Kong Malaysia China Total For the year ended December 31, 2025 Hong Kong Malaysia China Total Revenues from external customers $ 759,563 $ 398,819 $ 856,314 $ 2,014,696 Revenues from related parties 27,152 31,709 - 58,861 Cost of revenues ( 160,090 ) ( 153,733 ) ( 93,570 ) ( 407,393 ) Advertising and marketing expenses ( 90,708 ) ( 1,188 ) ( 24,451 ) ( 116,347 ) Audit, legal and other professional fees ( 410,766 ) ( 20,406 ) ( 20,381 ) ( 451,553 ) Consulting fees ( 167,420 ) ( 126,814 ) - ( 294,234 ) Depreciation and amortization ( 101,894 ) ( 34,736 ) ( 103,517 ) ( 240,147 ) Directors’ salaries and compensation ( 717,424 ) - - ( 717,424 ) Staff costs including salaries and allowances, pensions, and other benefits ( 542,821 ) ( 229,152 ) ( 736,590 ) ( 1,508,563 ) IT and computer expenses ( 9,169 ) ( 107,162 ) ( 3,770 ) ( 120,101 ) Other general and administrative expenses ( 149,289 ) ( 134,777 ) ( 86,145 ) ( 370,211 ) Loss from operations $ ( 1,562,866 ) $ ( 377,440 ) $ ( 212,110 ) $ ( 2,152,416 ) The distribution of investments in equity-method investees and total assets as of December 31, 2025, and expenditures for long-lived assets for the year ended December 31, 2025, respectively by region is as follows: Hong Kong Malaysia China Total As of and for the year ended December 31, 2025 Hong Kong Malaysia China Total Investments in equity-method investments $ - $ - $ - $ - Total assets $ 2,195,102 $ 1,372,382 $ 1,523,904 $ 5,091,388 Expenditures for additions to long-lived assets $ - $ - $ 2,788 $ 2,788 The distribution of revenues and significant expenses for the year ended December 31, 2024, by region is as follows: Hong Kong Malaysia China Total For the year ended December 31, 2024 Hong Kong Malaysia China Total Revenues from external customers $ 1,545,997 $ 555,600 $ 1,009,472 $ 3,111,069 Revenues from related parties 285,211 100,125 - 385,336 Cost of revenues ( 98,624 ) ( 212,525 ) ( 115,291 ) ( 426,440 ) Advertising and marketing expenses ( 131,815 ) ( 104,842 ) ( 25,669 ) ( 262,326 ) Audit, legal and other professional fees ( 429,181 ) ( 12,774 ) ( 5,387 ) ( 447,342 ) Consulting fees ( 9,389 ) ( 132,123 ) - ( 141,512 ) Depreciation and amortization ( 101,999 ) ( 39,709 ) ( 104,213 ) ( 245,921 ) Directors’ salaries and compensation ( 720,658 ) - - ( 720,658 ) Staff costs including salaries and allowances, pensions, and other benefits ( 914,918 ) ( 298,635 ) ( 404,590 ) ( 1,618,143 ) IT and computer expenses ( 11,533 ) ( 118,420 ) ( 4,746 ) ( 134,699 ) Other general and administrative expenses ( 269,209 ) ( 148,000 ) ( 51,433 ) ( 468,642 ) (Loss) income from operations $ ( 856,118 ) $ ( 411,303 ) $ 298,143 $ ( 969,278 ) The distribution of investments in equity-method investees and total assets as of December 31, 2024, and expenditures for long-lived assets for the year ended December 31, 2024, respectively by region is as follows: Hong Kong Malaysia China Total As of and for the year ended December 31, 2024 Hong Kong Malaysia China Total Investments in equity-method investments $ 12,073 $ - $ - $ 12,073 Total assets $ 2,692,562 $ 1,385,294 $ 2,396,067 $ 6,473,923 Expenditures for additions to long-lived assets $ - $ 4,400 $ 668 $ 5,068 NOTE 14 - SUBSEQUENT EVENTS On February 13, 2026, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”). Upon closing of the transactions contemplated by the Share Exchange Agreement, the Company will acquire from the Forekast Shareholders a number of Forekast ordinary shares sufficient to result in the Company owning approximately 13.6 % of Forekast’s outstanding equity interests on a fully diluted basis as of the closing date. In exchange, the Company will issue an aggregate of 8,500,000 shares of its common stock (the “Exchange Shares”) to the Forekast Shareholders. The Share Exchange Agreement includes customary representations, warranties, covenants, closing conditions and termination provisions, including an outside date of March 31, 2026, subject to the terms of the Share Exchange Agreement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026. F- 43