What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-09 compared with 2024-03-28 · 224 added, 206 removed, 127 unchanged (77% of the section changed)

4 unchanged sentences

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

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

looking statements that involve risks, uncertainties, and assumptions.

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

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

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

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

statements that involve risks, uncertainties, and assumptions.

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

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

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

Capital Corp.

(the “Company” or “Greenpro”), was incorporated in the State of Nevada on July 19, 2013.

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

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

focus on Hong Kong, China and Malaysia.

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

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

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

and Singapore.

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

of our Labuan subsidiaries, Green-X Corp.

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

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

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

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

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

DAX”) platform.

ISRA International Consulting Sdn.

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

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

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

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

Following the expiration of the Pronouncement,

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

The Shariah review followed a specific

methodology and serves as the basis for the renewal decision.

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

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

of Operations

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We derived revenues

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

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

from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial

properties, respectively.

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

Year ended December 31,

Service revenue (including $364,336 and $1,425,577 of service revenue from related parties for the years ended December 31, 2024, and 2023, respectively)

Digital revenue (including $21,000 of digital revenue from related parties for the year ended December 31, 2024)

Rental revenue

Sale of real estate properties

Total revenues

COST OF REVENUES:

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

Cost of service revenue (including $10,934 and $23,280 of cost of revenue to related parties for the years ended December 31, 2024, and 2023, respectively)

Cost of digital revenue

Cost of rental revenue

Cost of real estate properties sold

Total cost of revenues

OPERATING EXPENSES:

General and administrative (including $122,880 and $193,802 of general and administrative expense to related parties for the years ended December 31, 2023, and 2022, respectively)

Total operating expenses

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

LOSS FROM OPERATIONS

$ (1,503,178 )

$ (1,518,503 )

of the years ended December 31, 2024, and 2023

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

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

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

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

improve in the following years.

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

the year ended December 31, 2024.

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

Business Revenue

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and financial analysis services.

We expect revenue from our business services segment to steadily improve as we are expanding our businesses

into new territories.

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

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

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

Estate Business

from rentals was $76,700 and $98,068 for the years ended December 31, 2024, and 2023, respectively.

It was derived principally from

leasing properties in Hong Kong and Malaysia.

It was derived principally from leasing

properties in Hong Kong and Malaysia.

We expect our rental income will be stable.

of Properties

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

We generated revenue of $840,036

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

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

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

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operating costs and expenses were $4,465,683 and $4,980,842 for the years ended December 31, 2024, and 2023, respectively.

of cost-of-service revenue, cost of rental revenue and cost of real estate properties sold, and general and administrative expenses.

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

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

A decrease in loss from

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

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

of Service Revenue

of revenue for provision of services was $534,965 and $404,077 for the years ended December 31, 2023, and 2022, respectively.

consists of employee compensation and related payroll benefits, company formation cost and other professional fees directly attributable

to cost related to the services rendered.

The decrease in loss from

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

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

of business services revenue

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

respectively.

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

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

of digital revenue

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

December 31, 2024, and 2023, respectively.

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

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

of rental revenue

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It includes the costs associated

with taxes, repairs and maintenance, property management fee, insurance, depreciation and other related administrative costs.

expenses are paid directly by tenants.

with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative

Utility expenses are borne and paid directly by individual tenants.

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

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

As a result, fewer property units were available

for leasing and lower costs were incurred.

of real estate properties sold

of real estate properties sold was $0 and $573,343 for the years ended December 31, 2023, and 2022, respectively.

It primarily consists

of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs.

advertising costs are expensed as incurred.

the years ended December 31, 2024, and 2023, no real estate property was sold, and hence no cost was incurred.

and Administrative Expenses

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

respectively.

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

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

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

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

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

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

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

business acquisitions, explore and expand businesses into new jurisdictions.

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

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

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

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

In 2023, our G&A expenses primarily consisted

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

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

professional fees of $497,919.

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

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

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

Green-X Corp.

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

Income or Expenses

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

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

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

and impairment of other receivable of $60,000.

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

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

write-off notes receivable of $200,000.

to Noncontrolling Interests

Company recorded net income (loss) attributable to noncontrolling interests in the consolidated statements of operations, for the noncontrolling

interests of a consolidated subsidiary.

the years ended December 31, 2023, and 2022, the consolidated financial statements included noncontrolling interests to the Company’s

60% ownership subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing

properties in Hong Kong.

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

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

In 2023, net loss attributable to noncontrolling interests

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

In 2022, net income

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

noncontrolling interests.

Income (Loss)

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

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

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

In 2024, net other income

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

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

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

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

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

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

Loss Attributable to Noncontrolling Interests

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

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

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

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

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

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

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

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

2023, respectively.

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

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

allocated to the noncontrolling interests.

Income (Loss)

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

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

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

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

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

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

$97,583 and 2025:

$19,936, respectively.

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

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

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As of December

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

31, 2024, the future minimum lease payments under this lease in the aggregate are approximately $15,745 and are due as follows:

$4,609, 2026:

$4,609 and 2027 and thereafter:

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

During 2023, related party service revenue principally includes service

revenue generated from Angkasa-X Holdings Corp.

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

of $149,459 and REBLOOD Biotech Corp.

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

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

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

(“Angkasa-X”)

of $354,116, catTHIS Holdings Corp.

of $326,195, Leader Capital Holdings Corp.

Simson Wellness Tech.

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

of $258,250, Simson Wellness Tech.

of $191,218 and Hypercube Inc.

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

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

During 2022, related party service revenue

principally includes service revenue generated from

Jocom Holdings Corp.

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

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

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

was $23,280 and $0, respectively.

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

During 2023, related party general

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

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

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

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

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

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

During 2022, related party

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

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

Bright Interlink Sdn.

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

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

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

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

During 2023, impairment of related

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

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

of $736,000 and First

Bullion Holdings Inc.

of $246,000, respectively.

During 2022, the impairment of related party investments includes impairment

from investment of First Bullion Holdings Inc.

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

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

of $13,992, respectively.

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

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

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

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

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

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

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

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

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

FML is wholly owned

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

Loke”), FCL is wholly owned by Mr.

Loke’s spouse and Jimmy

Loke’s brother.

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

(“SEATech”) of $23,280.

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

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

Yap Pei Ling (“Ms.

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

Lee of $14,996, Ms.

Yap’s wholly owned company, Bright Interlink Sdn.

(“BISB”) of $13,814 and Mr.

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

(“GGCVSB”) of $80,714, a Malaysian company jointly owned by Mr.

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

(“FBHI”) of $21,780, consulting

fees paid to Ms.

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

expenses paid to catTHIS of $3,064.

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

During 2023, the related party

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

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

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

(“SEATech”) of $55.

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

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

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

Service Limited of $4,111.

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

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

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

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

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

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

of $600, Best2bid Technology Corp.

Ata Global Inc.

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

of $150, respectively.

During 2022, the related party other income principally includes other

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

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

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

was principally from Jocom Holdings Corp.

of $96,000 and Simson Wellness Tech.

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

of $4,000,000, Ata Plus

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

of $246,000, respectively.

to related party, First Bullion Holdings Inc.

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

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

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

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

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

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

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

1 unchanged sentence

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

As of December 31, 2023, amounts

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

of $723,889, while amounts due to

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

Limited of $336,636.

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

the amount due from Greenpro Global Capital Village Sdn.

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

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

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

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

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

As of December 31, 2022, deferred

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

As of December 31, 2023, deferred

revenue from related parties includes Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

of $60,000 and Celmonze Wellness Corporation

of $81,700, respectively.

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

Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

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

of $116,400, Leader Capital Holdings Corp.

$100,000, catTHIS Holdings Corp.

of $224,000, Simson Wellness Tech.

of $193,200 and Hypercube Inc.

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

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

Loke’s wholly owned company, Falcon Certified Public Accountants

Limited (“FCPA”) of $22,820 and Mr.

Lee of $20,677, respectively.

of December 31, 2023, amounts due from related parties mainly include the amount due from GGCVSB of $723,889, while amounts due to related

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

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

December 31, 2023, respectively.

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

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

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

As of December 31, 2023, related

party investments mainly include New Business Media Sdn.

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

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

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

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

of $736,000, Innovest Energy

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

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

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

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

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

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

financial and operating policy decisions.

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

Chan Gilbert or Mr.

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

Che Chan Gilbert or Mr.

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

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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.

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

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

Actual results may

differ from these estimates.

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

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the consideration it is entitled to in exchange for the services it transfers to its clients.

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

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

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

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

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

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

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

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

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

carrying amount of the asset.

the carrying amount of the asset.

accounting pronouncements

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and Capital Resources

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

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

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

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

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

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During the year ended December 31, 2024, the Company

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

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

the financial statements are issued.

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

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

as a going concern.

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

as a going concern.

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

deficit of $37,264,379.

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

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

In addition, the Company’s independent registered public accounting

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

ability to continue as a going concern.

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

is unable to continue as a going concern.

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

from its major shareholders.

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

meet the Company’s obligations as they become due.

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

the Company’s obligations as they become due.

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

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

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

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

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

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

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

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

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

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

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

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

ended December 31, 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

receivable of $600,000.

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

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

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

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

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

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

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

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

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

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

of notes receivable of $600,000.

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

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

What changed 10-K

Item 7. Management’s Discussion and Analysis