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Item 9A. Controls and Procedures

2025-04-09 compared with 2024-03-28 · 2024 added, 1478 removed, 946 unchanged (79% of the section changed)

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Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange

Act Rule 13a-15.

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of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two

or more people or by management override of the controls.

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

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Financial Officer, Secretary, Treasurer, Chairman of the Board

Chuchottaworn,

Ramesh Ruben (1)(2)(3)

Christophe Philippe Roland (1)(2)

Prabodh Kumar Kantilal H

Chuchottaworn,

Mean Kwong (1)(2)(3)

Chee Wah (1)(2)(3)

Christopher Yu Nien (1)(2)(3)

of the Audit Committee.

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During the period

of July 19, 2013, to June 5, 2019, he served as Chairman of the Board.

from July 19, 2013, to June 5, 2019, he served as Chairman of the Board.

2003 until January 2015, Mr.

Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003.

as director, Chief Financial Officer and Treasurer of Odenza Corp.

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.

Lee served as director of Greenpro Talents

He also served

as the Chief Financial Officer and director of Moxian Corporation from October 2012 until December 2014.

Lee served as director

of Greenpro Talents Ltd.

from November 16, 2015, to June 6, 2017.

Lee served as director of GC Investment Management Limited, which is the investment

manager of Greenpro Asia Strategic SPC, since April 6, 2016.

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.

Lee worked at

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.

He began his professional career with Siva Tan & Co., a Chartered Accountant firm in

Malaysia in 1995 where he remained until 1997.

a qualified member of the ACCA and Malaysia Institute of Accountants, Mr.

Lee earned his professional qualification from the Hong Kong

Institute of Certified Public Accountants and extended his professional services covering accounting, tax, corporate structuring planning

with special focus in cross-border client nature, in addition to his accounting software businesses.

Lee established the Cross-Border

Business Association (CBBA), an NGO (Non-Government Organization) established under Hong Kong Society Act to provide information and

professional advice in Cross Border Business for its investment members.

For the Cross-Border Investment especially in the mining resources

companies which are growing fast since 2011, Mr.

Lee continues to support its clients by using cloud platform to strengthen its clientele

using technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes.

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.

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.

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.

Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise.

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Effective from June 6, 2019, he serves as Chairman of the Board.

Loke has extensive knowledge in accounting and has been an accountant for more than 35 years.

He was trained and qualified with UHY (formerly

known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1981 and 1988.

extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate

advisory, risk management and internal controls serving those small medium-sized enterprises.

From September 1999 until June 2013, Mr.

Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which

is an extension of the University of Hong Kong and provides professional and continuing education.

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.

Loke has served as the Chief Executive Officer and a director of Greenpro

Resources Corporation since October 16, 2012.

He has also served the Chief Executive Officer and a director of Moxian Corporation from

October 2012 until December 2014.

Loke served as an independent director of Odenza Corp.

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

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.

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.

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.

Loke served as an independent

director of Odenza Corp.

from February 2013 to May 2015.

served as the Chief Financial Officer, Secretary, Treasurer, and a director of CGN Nanotech, Inc.

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.

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from November 16, 2015, to June 6, 2017.

Loke served as director of GC Investment

Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

Loke earned his degree of

MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA.

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

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

Loke has served as director of GC

Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016.

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

Loke brings to the board of directors accounting and financial expertise, and business leadership.

Chuchottaworn,

Srirat, age 55, joined us as an Independent Director on October 18, 2015.

Chuchottaworn has more than 20 years in the IT and consulting business.

In 1997, she became an SAP consultant for finance and controlling

(FI/CO) and held a certificate of FI/CO.

In 2004, she found I AM Group and has been the group director since then.

She is an experienced

project manager and holds multiple SAP certifications.

She earned a bachelor’s degree in engineering from the King Monkut’s

Institute of Technology Ladkrabang and Master of Science in Information Technology from the Chulalongkorn University.

Chuchottaworn brings to the board of directors her business leadership and experience and familiarity with conducting business in Thailand.

Ramesh Ruben, age 46, joined us as an Independent Director of the Company on May 8, 2019.

Louis is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered Certified

Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational corporations,

government agencies as well as SMEs in a spectrum of industries including plantation, property development, manufacturing, trading, IT,

shipping, retailing, etc.

He started his career at Arthur Andersen from December 1996 to 1997, and subsequently moved to BDO from April

2000 to 2004 and from 2005 to 2006, respectively.

He also has experience in corporate finance with Southern Investment Bank Berhad for

a year from 2004 to 2005.

Louis has hands-on experience on other corporate exercises such as due diligence, IPO’s, issuance of bonds, corporate and debt

restructuring and investigative audit.

His training and advisory experience includes topics on Internal and Statutory Auditing, Public

Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management and Internal Controls, Review and Assurance Engagements such

as Financial Due Diligence, Forecasts and Projections, Forensic and Fraud Accounting/Auditing, as well as practical application of International

Financial Reporting Standards (“IFRS”), Reporting Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS).

has facilitated training and provided advisory for public accountants across Asia Pacific, multinationals, and public sector institutions.

Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia.

Louis brings to the board of directors his extensive experience in mergers and acquisitions, risk management, strategic planning, and

financial oversight and reporting.

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

Bringuier, a French citizen, is currently living and working in Hong Kong.

He has over 15 years of international exposure in France,

India, PRC, and Hong Kong.

Bringuier has held various managerial positions in different industries such as banking, energy, direct

marketing, watchmaking, and financial services since 2001.

From 2011 to 2016, he served as senior operations manager, and from September

2021, he has rejoined and served as the operations director in Asia-Pacific of Intertrust Group (HK) Limited, a company that delivers

high-quality, tailored corporate, fund, capital market and private wealth services to its clients.

From October 2018 to September 2021,

he served as the business transformation specialist and from April 2020, he was promoted as the director of operations of Asia of Equiom

Group (HK) Limited, a company that provides end-to-end wealth protection and business support services to private clients, corporate

clients, and funds.

Bringuier established his own consulting company in 2016, Itaque Consulting in Hong Kong, providing consulting services for business

transformation, leadership and communication skill training and coaching courses for senior executives in various industries.

to 2011, he served as project and marketing manager of Montrichard Watch Company Limited in Shenzhen, PRC, a watchmaking company with

production plants in PRC and Switzerland, and offices in Europe, Asia, and USA.

Bringuier has expertise in process improvement, stakeholder

management and project management in a complex, multicultural or cross-functional environment.

Bringuier brings to the board of directors his extensive knowledge and experience in talent development, executive coaching, business

transformation and international operations.

Prabodh Kumar Kantilal H , age 62, joined us as an Independent Director of the Company on March 1, 2024.

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

Sheth has over 30 years of experience

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

He started his career at Arthur Andersen

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

Lumpur office for 6 years and 4 years, respectively.

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.

Sheth has over 30 years of experience in accounting, auditing, business advisory, computer risk management, IT, and executive management.

He started his career at Arthur Andersen & Co., an American accounting firm from December 1986 to August 1996 as senior manager serving

in its Los Angeles office and Kuala Lumpur office for 6 years and 4 years, respectively.

During his tenure there, Mr.

Sheth’ key roles were to provide audit and assurance

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

roles were to provide audit and assurance services for both public and private companies and to build up a computer risk management division.

From August 1996 to June 2008, Mr.

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

Bhd., a Malaysia company specializing in the development

of standard application packages and providing turnkey solution development services.

In this role, he supervised the whole process of

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

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

Bhd., a Malaysia company principally provides IT

services and consulting services in accounting systems.

Bhd., a Malaysia company

specializing in the development of standard application packages and providing turnkey solution development services.

In this role, he

supervised the whole process of project delivery from product development, system implementation, sales and marketing, finance, human

resources, and operations.

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

Bhd., a Malaysian

company principally provides IT services and consulting services in accounting systems.

May 2016, Mr.

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Bhd., a Malaysia company specializing

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

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

Since May 2022, he has served as Chief

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digital transformation projects and planning for optimizing allocation of resources.

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

Sheth earned a Bachelor of Science degree in accounting from Illinois State University in 1986.

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

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

Chuchottaworn,

Srirat, age 56, joined us as an Independent Director on October 18, 2015.

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.

Chuchottaworn brings to the Board her business leadership and experience and familiarity with conducting business in Thailand.

Mean Kwong , age 69, joined us as an Independent Director of the Company on March 1, 2024.

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He started his career at Yuen Tang

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

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

From October 1979 to August 1981, he served as assistant

accountant of UMW (Malaya) Sdn.

& 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.

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.

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.

principal of a CPA firm in Malaysia, C T Lim & Co.

from January 1998 to December 2002.

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

Chee Wah , age 60, joined us as an Independent Director of the Company on June 1, 2024.

Chew is a fellow member of the Association of Taxation and Management Accountants (ATMA), Australia.

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.

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.

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.

November 2014, Mr.

Chew has served as a director of various companies listed on the Main Board or the Growth Enterprise Market (the “GEM”)

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.

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

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.

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.

Chew brings to the Board his extensive experience in mergers and acquisitions, corporate management, advisory and restructuring.

Christopher Yu Nien , age 50, joined us as an Independent Director of the Company on June 1, 2024.

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).

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’.

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.

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.

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.

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

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.

Wong was awarded a Bachelor of Laws (LLB) degree from the University of Leicester, UK in July 1997.

Wong brings to the board of directors his extensive knowledge and experience in cross-border banking, trust, and capital markets.

Relationships

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or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated

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;

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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.

reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of a 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.

board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards.

Based on this review,

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

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

In making this determination, our

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

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 that our independent

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

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Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance performance of their responsibilities as directors.

currently participate might detract from rather than enhance the performance of their responsibilities as directors.

is responsible for assessing and managing risk, subject to oversight by the board of directors.

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Audit Committee was established on March 23, 2016, and is currently comprised of all our independent directors:

Louis Ramesh Ruben

(Chairman), Ms.

Han, Mean Kwong (chairman),

Chuchottaworn, Srirat, Mr.

Bringuier Christophe Philippe Roland, Mr.

Sheth Prabodh Kumar Kantilal H and Mr.

Han Mean Kwong.

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

S-K promulgated under the Securities Act.

Chew, Chee Wah and Mr.

Wong, Christopher Yu Nien.

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.

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

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directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public

accounting firm engaged to prepare or issue an audit report for the Company;

accounting firm engaged in preparing or issue an audit report for the Company;

or recommend that the board take appropriate action to oversee and ensure the independence of the Company’s independent registered

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Compensation Committee was established on March 17, 2017, and currently consists of Mr.

Louis Ramesh Ruben, Mr.

Bringuier Christophe

Philippe Roland, Mr.

Sheth Prabodh Kumar Kantilal H and Mr.

Chew, Chee Wah (Chairman), Mr.

Han, Mean Kwong

Louis serves as chairman of the Compensation Committee.

Wong, Christopher Yu Nien.

Chew serves as chairman of the Compensation Committee.

Governance and Nominating Committee

Corporate Governance and Nominating Committee will be responsible for, among other matters:

or recommending for selection candidates for directorships;

or recommending selection candidates for directorships;

the independence of directors and director nominees;

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

Han Mean Kwong, Mr.

Prabodh Kumar Kantilal H and Mr.

Louis Ramesh Ruben.

Han, Mean Kwong (chairman),

Chew, Chee Wah and Mr.

Wong, Christopher Yu Nien.

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

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are general requirements for service on the board that are applicable to directors, and there are other skills and experience that should

be represented on the board as a whole, but not necessarily by each director.

The board considers the qualifications of director candidates

individually and in the broader context of the board’s overall composition and the Company’s current and future needs.

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.

its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s

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16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Securities Exchange Act requires our directors and executive officers, and persons who own more than 10% of our Common Stock,

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

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and would expire on August 31, 2023.

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

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

the terms of the agreements, each of Messrs.

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amount of Hong Kong Dollars.

Any variances were mainly due to fluctuation of currency exchange.

All variances were mainly due to fluctuation in currency exchange.

January 28, 2021, each of Messrs.

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

August 31, 2023, each of Mr.

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

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

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 that of the previous employment agreements.

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

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

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Equity Awards at Fiscal Year-End

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

the fiscal year ended December 31, 2024, we provided monthly compensation to our independent directors as follows:

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

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.

Christopher Yu Nien of $1,000 (appointed on June 1, 2024).

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

Chuchottaworn

Srirat of $1,000, Mr.

Louis Ramesh Ruben of $1,700, Mr.

Glendening Brent Lewis of $1,250 and Mr.

Bringuier Christophe Philippe Roland

the independent directors are also the members of Audit Committee.

currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may elect

to issue stock options or provide cash compensation to such persons from time to time in the future.

of $1,000, Mr.

Louis of $1,700, Mr.

Glendening of $1,250 and Mr.

Bringuier of $1,000.

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 the reimbursement for reasonable travel and

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.

5 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth, as of March 28, 2024, certain information concerning the beneficial ownership of our Common Stock by:

following table sets forth, as of April 9, 2025, certain information concerning the beneficial ownership of our Common Stock by:

stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal

9 unchanged sentences

to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion

or exercise of any convertible security, warrant, option, or other right.

More than one (1) person may be deemed to be a beneficial owner

of the same securities.

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.

percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially

owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power

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.

4 unchanged sentences

shares shown.

calculations in the table below are based on 7,575,813 shares of our Common Stock, issued and outstanding as of March 28, 2024.

calculations in the table below are based on 7,575,813 shares of our Common Stock, issued and outstanding as of April 9, 2025.

Name of Beneficial Owner

6 unchanged sentences

Chief Financial Officer, Secretary, Treasurer and Director

Chuchottaworn Srirat

Sheth, Prabodh Kumar Kantilal H

Independent Director

Louis Ramesh Ruben

Chuchottaworn, Srirat

Independent Director

Bringuier Christophe Philippe Roland

Han, Mean Kwong

Independent Director

Sheth Prabodh Kumar Kantilal H

Chew, Chee Wah

Independent Director

Han Mean Kwong

Wong, Christopher Yu Nien

Independent Director

4 unchanged sentences

Other owners of the Company

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

Less than 1% of our total issued and outstanding Common Stock as of April 9, 2025.

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

1 unchanged sentence

Kuala Lumpur, Malaysia.

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

of Common Stock within 60 days of March 28, 2024.

on 7,575,813 shares of Common Stock outstanding as of April 9, 2025, together with securities exercisable or convertible into shares

of Common Stock within 60 days of April 9, 2025.

Beneficial ownership is determined in accordance with the rules of the Securities

3 unchanged sentences

or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of

March 28, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number

April 9, 2025, 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

2 unchanged sentences

Lee, Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms.

Pei Ling, a director of two of our subsidiaries.

Yap, Pei Ling, a director of two of our subsidiaries.

In the aggregate of the shares held by Mr.

Yap, 1,904,949 shares or

25.15% of total issued and outstanding shares of Common Stock as of March 28, 2024.

Yap, 1,904,949 shares

or 25.15% of the total issued and outstanding shares of Common Stock as of April 9, 2025.

1,065,084 shares of our Common Stock held by Mr.

Loke Che Chan Gilbert, and 200,000 shares of our Common Stock held by Mr.

Loke, Che Chan Gilbert, 200,000 shares of our Common Stock held by Mr.

son, Loke Sebastian Mun Foo and 140,000 shares of our Common Stock held by Mr.

Loke’s another son, Loke Mun Hang Conrad, respectively.

Loke and his sons collectively hold 1,405,084 shares or 18.55% of total issued and outstanding shares of Common Stock as of March

Yap Pei Ling, is spouse of Mr.

Lee Chong Kuang and a shareholder of the Company and a director of two of our subsidiaries, Asia UBS

Loke’s another son, Loke Mun Hang Conrad,

respectively.

Loke and his sons collectively hold 1,405,084 shares or 18.55% of the total issued and outstanding shares of

Common Stock as of April 9, 2025.

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.

12 unchanged sentences

or ratified by the Audit Committee.

with certain companies which Greenpro Venture Capital Limited or Greenpro Resources Limited owns certain percentage of their company

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.

During 2023, related party service

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

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

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

of $149,459 and REBLOOD Biotech Corp.

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

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

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

(“Angkasa-X”)

of $354,116, catTHIS Holdings Corp.

Leader Capital Holdings Corp.

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

of $258,250, Simson Wellness Tech.

of $191,218 and Hypercube Inc.

of $140,000, in aggregate representing

approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023.

2022, related party service revenue principally includes service revenue generated from Jocom Holdings Corp.

of $320,000 and Falcon Certified

Public Accountants Limited of $142,049, in aggregate representing approximately 69% of the related party service revenue and 17% of service

revenue for the year ended December 31, 2022, respectively.

For the years ended December 31,

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

was $23,280 and $0, respectively.

For the years ended December 31,

2023, and 2022, related party expenses in general and administrative totaled $122,880 and $193,802, respectively.

During 2023, related party general

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

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

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

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

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

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

During 2022, related party general

and administrative expenses principally include consulting fees paid to Ms.

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

Interlink Sdn.

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

Impairment of other receivable

from related parties, Greenpro KSP Holding Group Company Limited was $60,000 and Greenpro Titan Capital Limited was $606,250 for the years

ended December 31, 2023, and 2022 respectively.

Impairment of related party investments

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

During 2023, impairment of related

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

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

of $736,000 and First

Bullion Holdings Inc.

of $246,000, respectively.

During 2022, the impairment of

related party investments includes impairment from investment of First Bullion Holdings Inc.

of $2,043,500, Innovest Energy Fund of $1,532,400,

New Business Media Sdn.

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

of $13,992, respectively.

A reversal of impairment of related

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

For the years ended December 31,

2023, and 2022, related party other income was $47,609 and $5,850, respectively.

During 2023, the related party

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

of $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’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.

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, the 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 the investment of New Business Media Sdn.

(“NBMSB”) of $82,000, Angkasa-X 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 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.

Net accounts receivable from related

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

As of December 31, 2022, the net

accounts receivable from related parties was principally from Jocom Holdings Corp.

of $96,000 and Simson Wellness Tech.

respectively.

Prepayment to related party, First

Bullion Holdings Inc.

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

Amounts due from related parties

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

Amounts due to related parties were $389,274 and $448,251

as of December 31, 2023, and 2022, respectively.

As of December 31, 2023, amounts

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

of $723,889, while amounts due to

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

Limited of $336,636.

As of December 31, 2022, amounts

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

of $200,000 and the amount due from

Greenpro KSP Holding Group Company Limited of $60,000, while the amounts due to related parties mainly include the amount due to our noncontrolling

interests in Forward Win International Limited of $390,333 and the amount due to Falcon Certified Public Accountants Limited of $47,135,

respectively.

Deferred costs of revenue to related

party were $0 and $11,640 as of December 31, 2023, and 2022, respectively while deferred revenue from related parties was $157,500 and

$849,400 as of December 31, 2023, and 2022, respectively.

of December 31, 2022, deferred costs of revenue to related party were $11,640 associated with SEATech Ventures Corp.

As of December 31, 2023, deferred

revenue from related parties includes Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

of $60,000 and Celmonze Wellness Corporation

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.

As of December 31, 2022, deferred

revenue from related parties includes Ata Plus Sdn.

of $15,800, REBLOOD Biotech Corp.

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

Leader Capital Holdings Corp.

of $100,000, catTHIS Holdings Corp.

of $224,000, Simson Wellness Tech.

of $193,200 and Hypercube Inc.

As of December 31, 2023, and 2022,

other investments in related parties were $100,106 and $5,406,106, respectively.

As of December 31, 2023, related

party investments mainly include New Business Media Sdn.

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

As of December 31, 2022, related

party investments mainly include New Business Media Sdn.

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

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

of $736,000, Innovest Energy Fund of $324,000 and First Bullion Holdings Inc.

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

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

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

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

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

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

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

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

Amounts due to related parties were

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

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

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

Loke’s wholly owned company, Falcon Certified Public Accountants

Limited (“FCPA”) of $22,820 and Mr.

Lee of $20,677, respectively.

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

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

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

December 31, 2023, respectively.

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

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

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

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

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

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

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

financial and operating policy decisions.

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.

these related party transactions are generally transacted at an arm’s-length basis at the current market value in the normal course

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 15).

19 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENHEDULES

(a) Financial Statements

The following are filed as part of this Annual Report:

Financial Statements

following are filed as part of this Annual Report:

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:

CONSOLIDATED 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:

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

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

31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

77 unchanged sentences

Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns (33)

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

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

Code of Ethics (17)

List of Subsidiaries (17)

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

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

Director Agreement, dated June 1, 2024, by and between the Company and Chew Chee Wah (34)

Director Agreement, dated June 1, 2024, by and between the Company and Wong Christopher Yu Nien (34)

Labuan Financial Services Authority Letter dated April 28, 2022, for Approval of Establishment of Digital Platform by Greenpro-X Corp.*

Shariah Pronouncement dated September 20, 2024, for Green-X DAX Platform by Green-X Corp.*

Stock Purchase Agreement dated August 8, 2024, between Greenpro Venture Capital Limited and Seah Kok Wah*

Consulting Agreement dated October 1, 2024, between the Company and Dennis Burns*

of Ethics (17)

Insider Trading Policy*

of Subsidiaries (17)

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

2 unchanged sentences

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

Policy for Recovery of Erroneously Awarded Compensation*

for Recovery of Erroneously Awarded Compensation (33)

Charter of the Audit Committee (17)

4 unchanged sentences

# Previous Filed:

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 13, 2015.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2016.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on July 25, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on August 2, 2017.

Previously filed as an exhibit to the Company’s registration statement on Form S-1 filed with the SEC on January 27, 2014.

Previously filed as an exhibit to the Company’s registration statement on Form S-1/A filed with the SEC on September 6, 2017.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2017.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2019.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020.

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021.

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) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with SEC on May 13, 2015.

(2) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016.

(3) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 30, 2016.

(4) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016.

(5) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on April 25, 2017.

(6) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K/A filed with the SEC on July 25, 2017.

(7) Previously filed as an exhibit to the Company’s

registration statement on Form S-1 filed with the SEC on August 2, 2017.

(8) Previously filed as an exhibit to the Company’s

registration statement on Form S-1 filed with the SEC on January 27, 2014.

(9) Previously filed as an exhibit to the Company’s

registration statement on Form S-1/A filed with the SEC on September 6, 2017.

(10) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 27, 2017.

(11) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on June 6, 2018.

(12) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on July 18, 2018.

(13) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on December 10, 2018.

(14) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on May 10, 2019.

(15) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 8, 2019.

(16) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 16, 2019.

(17) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 30, 2020.

(18) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on June 1, 2020.

(19) Previously filed as an exhibit to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.

(20) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 16, 2020.

(21) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on October 23, 2020.

(22) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on November 2, 2020.

(23) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 16, 2021.

(24) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 23, 2021.

(25) Previously filed as an exhibit to the Company’s

Current Report on Form 8-K filed with the SEC on February 26, 2021.

(26) Previously filed as an exhibit to the Company’s

Annual Report on Form 10-K filed with the SEC on March 29, 2021, and Amendment No.

1 to Form 10-K filed with the SEC on April 12, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021.

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.

(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.

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

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

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

(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.

FORM 10-K SUMMARY

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.

Capital Corp.

March 28, 2024

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.

April 9, 2025

/s/ Lee Chong Kuang

Lee Chong Kuang

Executive Officer, President, and Director

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and

on the dates indicated.

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.

/s/ Lee Chong Kuang

Chief Executive Officer, President and Director

April 9, 2025

Lee Chong Kuang

Executive Officer, President and Director

Executive Officer)

(Principal Executive Officer)

/s/ Loke Che Chan Gilbert

Chief Financial Officer, Secretary, Treasurer and Director

April 9, 2025

Loke Che Chan Gilbert

Financial Officer, Secretary, Treasurer and Director

Che Chan Gilbert

Financial and Accounting Officer)

Chuchottaworn Srirat

Chuchottaworn

Louis Ramesh Ruben

Bringuier Christophe Philippe Roland

Christophe Philippe Roland

(Principal Financial and Accounting Officer)

/s/ Sheth Prabodh Kumar Kantilal H

April 9, 2025

Sheth Prabodh Kumar Kantilal H

Prabodh Kumar Kantilal H

/s/ Chuchottaworn Srirat

April 9, 2025

Chuchottaworn Srirat

/s/ Han Mean Kwong

April 9, 2025

Han Mean Kwong

CAPITAL CORP.

Financial Statements

the Years Ended December 31, 2023, and 2022

Report of Independent Registered Public Accounting Firm)

CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

/s/ Chew Chee Wah

April 9, 2025

Chew Chee Wah

/s/ Wong Christopher Yu Nien

April 9, 2025

Wong Christopher Yu Nien

GREENPRO CAPITAL CORP.

Consolidated Financial Statements

For the Years Ended December 31, 2024, and 2023

(With Report of Independent Registered Public Accounting

GREENPRO CAPITAL CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

4 unchanged sentences

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Capital Corp.

G-Vestor Tower,

Embassy, 200 Jalan Ampang,

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

Greenpro Capital Corp.

B-23A-02, G-Vestor Tower,

Pavilion Embassy, 200 Jalan Ampang,

Kuala Lumpur, Malaysia

on the Financial Statements

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

and subsidiaries (the ‘Company’) as of

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

comprehensive income (loss), changes in s tockholders’

equity , and cash flows for the years ended of December 31, 2023, and 2022, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the

years ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, for the years ended December 31, 2023, the Company incurred a negative cash flow from operating activities

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

incurred accumulated deficit of $36,549,095 .

These condition raises substantial doubt about the Company’s

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”).

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 financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Audit Matters

critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required

to be communicated to those charged with governance and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgements.

The communication of critical audit matters

does not alter in any way of our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical

audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosure to which they relate.

and Impairment Valuation

As disclosed in Note 6 to the financial

statements, the Company had equity securities investments in companies without readily determinable market values.

The Company adopted

the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without

a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus

or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the

“Measurement Alternative”).

The Company made qualitative assessments to evaluate whether the investments are impaired and

concluded that the investments are not impaired.

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

These investments require significant judgements as they are private entities that are not trade on public exchange

and require the Company to assess if there are any changes in circumstances that indicate that the carrying amount of an investment may

require impairment.

There were significant judgments made by management to identify indicators of impairment and determine the fair valuation

in the absence of observable prices in an active market which led to a high degree of auditor judgment, subjectivity and effort in evaluating

management’s estimation of the fair value of the investment including management’s assessment of the equity investment financial

condition, operating performance, prospects and other company-specific information.

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

in values to the financial statements of the Company.

audit procedure in this area included the following, among others:

Board minutes and other appropriate documentation of authorization to assess whether the transactions were appropriately authorized;

management to obtain an understanding of the Company’s process in evaluating the indication of impairment and fair value assessments;

the Company’s assessment of impairment by reviewing valuation reports by independent valuers of significant investees;

the knowledge, skills and ability of the Company’s specialist;

the adequacy of the disclosures in the financial statements in relation to investments.

CENTURION & PARTNERS PLT (PCAOB:

have served as the Company’s auditor since 2021.

Lumpur, Malaysia

CAPITAL CORP.

BALANCE SHEETS

OF DECEMBER 31, 2023, AND 2022

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

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.

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.

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

and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific reporting dates.

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:

Reviewed management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and Other);

Assessed whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented their rationale;

Evaluated the Company’s accounting policies for digital assets for compliance with U.S.

Obtained understanding and inspected the platform integration and transaction processing mechanisms;

Assessed the effective system of internal control over financial reporting through the review of SOC reports;

Inspected transactions receipts to verify the recognition of digital assets.

Performed wallet reconciliation of transactions movement to match the financial records;

Reviewed management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services);

Tested the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date;

Evaluated how management considers

price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date;

Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date;

Considered the adequacy of the disclosures in the financial statements.

JP CENTURION & PARTNERS PLT (PCAOB:

We have served as the Company’s auditor since 2021.

Kuala Lumpur, Malaysia

April 9, 2025

GREENPRO CAPITAL CORP.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

December 31, 2024

1 unchanged sentence

Current assets

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

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

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

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

and $ 129,292

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

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

Cash and cash equivalents (including $ 77,239 and $ 166,481 of time deposits as of December 31, 2024, and 2023, respectively)

Accounts receivable, net of allowance for credit losses of $ 2,883 and $ 610,599 as of December 31, 2024, and 2023, respectively (including $ 41 of net accounts receivable from related party as of December 31, 2024)

Prepaids and other current assets

Digital assets

Due from related parties

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

Deferred costs of revenue (including $ 18,750 to related parties as of December 31, 2024)

Total current assets

4 unchanged sentences

Intangible assets, net

Other investments (including $ 100,106 and $ 5,406,106 of investments in related parties as of December 31, 2023, and 2022, respectively)

Other investments (including $ 12,073 and $ 100,106 of related party investments as of December 31, 2024, and 2023, respectively)

Operating lease right-of-use assets, net

Finance lease right-of-use asset, net

Other non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

5 unchanged sentences

Finance lease liabilities, current portion

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

Derivative liabilities

Deferred revenue (including $ 157,500 from related party as of December 31, 2023)

Total current liabilities

Operating lease liabilities, net of current portion

Operating lease liabilities, non-current portion

Finance lease liabilities, non-current portion

7 unchanged sentences

500,000,000 shares authorized;

7,575,813 and 7,875,813

7,575,813 shares issued and outstanding as of December 31, 2024, and 2023, respectively

9 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

and outstanding shares of Common Stock have been adjusted for the periods prior to July 28, 2022, to reflect the 10-for-1 reverse

stock split effected on that date on a retroactive basis as described in Note 1.

accompanying notes.

CAPITAL CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THE YEARS ENDED DECEMBER 31, 2023, AND 2022

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

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

( 1,023,503 )

OPERATING EXPENSES:

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

( 4,409,264 )

( 4,168,997 )

Total operating expenses

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)

( 4,039,243 )

2 unchanged sentences

( 1,503,178 )

( 1,518,503 )

OTHER INCOME (EXPENSES):

Other income (including $ 47,635 and $ 47,609 of other income from related parties for the years ended December 31, 2024, and 2023, respectively)

Interest income

Interest income (including $ 5,073 of interest income from related party for the year ended December 31, 2024)

Gain on disposal of real estate held for investment

Gain on disposal of investments (including $ 324,917 of related party investments for the year ended December 31, 2024)

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

Reversal of write-off notes receivable

Fair value gains of derivative liabilities associated with warrants

Fair value gain of derivative liabilities associated with warrants

Interest expense

Loss on extinguishment of convertible notes

Impairment of goodwill

Impairment of other investments (including $ 87,425 and $ 4,982,000 of related party investments for the years ended December 31, 2024, and 2023, respectively)

( 4,982,000 )

( 4,208,029 )

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

Total other income (expenses)

( 4,741,329 )

INCOME (LOSS) BEFORE INCOME TAX

( 6,259,832 )

Impairment of goodwill

Loss on disposal of investment (including $ 100 of related party investment for the year ended December 31, 2024)

Impairment of other receivable (including $ 60,000 from related party for the year ended December 31, 2023)

Total other income

(LOSS) INCOME BEFORE INCOME TAX

Income tax expense

NET INCOME (LOSS)

( 6,262,188 )

Net loss (income) attributable to noncontrolling interests

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

( 6,350,872 )

NET (LOSS) INCOME

Net loss attributable to noncontrolling interests

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

Other comprehensive loss:

- Foreign currency translation loss

COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE (LOSS) INCOME

$ ( 741,230 )

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

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND

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

effected on July 28, 2022, on a retroactive basis as described in Note 1.

accompanying notes.

CAPITAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2023, AND 2022

NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

Common Stock (1)

3 unchanged sentences

$ ( 224,891 )

Roundup of fractional shares upon reverse stock split

Foreign currency translation

Net (loss) income for the year

$ ( 37,622,680 )

( 6,262,188 )

Balance as of December 31, 2022

Cancellation of shares resulting from termination of investment

( 7,205,700 )

( 7,206,000 )

Foreign currency translation

Net income (loss) for the year

Balance as of December 31, 2023

$ ( 310,169 )

$ ( 36,549,095 )

Cancellation of shares resulting from termination of investment

$ ( 310,169 )

$ ( 36,549,095 )

Acquisition of noncontrolling interest’s shares in a subsidiary

Foreign currency translation

Net loss for the year

Net income (loss) for the year

4 unchanged sentences

$ ( 37,264,379 )

activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 10-for-1 reverse

stock split effected on July 28, 2022, on a retroactive basis as described in Note 1.

accompanying notes.

CAPITAL CORP.

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2023, AND 2022

See accompanying notes.

GREENPRO CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

Year ended December 31,

Cash flows from operating activities:

Net income (loss)

Net (loss) income

$ ( 725,827 )

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

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

Amortization of intangible assets

1 unchanged sentence

Amortization of finance lease right-of-use asset

Impairment of other receivable - related parties

Provision for credit losses

Impairment of goodwill

Impairment of other investments - related parties

Impairment of goodwill

Loss on disposal of other investment

Gain on disposal of other investments

Gain on disposal of real estate held for investment

Impairment of other receivable - related party

Reversal of impairment of other investment - related party

2 unchanged sentences

Gain on disposal of property and equipment

Fair value gains of derivative liabilities associated with warrants

Loss on deposit redemption

Loss on disposal of other investments

Gain on sale of real estate held for sale

Fair value gain of derivative liabilities associated with warrants

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaids and other current assets

Digital assets

Deferred costs of revenue

7 unchanged sentences

Cash flows from investing activities:

Purchase of property and equipment

Proceeds from disposal of other investment

Purchase of other investments

Initial payment of finance lease right-of-use asset

Proceeds from disposal of other investments

Proceeds from real estate held for sale

Proceeds from real estate held for investment

Proceeds from sale of property and equipment

Net cash (used in) provided by investing activities

Purchase of other investments

Purchase of property and equipment

Initial payment of finance lease right-of-use asset

Net cash provided by (used in) investing activities

Cash flows from financing activities:

2 unchanged sentences

Collection of notes receivable

Net cash (used in) provided by financing activities

Effect of exchange rate changes in cash and cash equivalents

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

NET CHANGE IN CASH AND CASH EQUIVALENTS

7 unchanged sentences

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

accompanying notes.

CAPITAL CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2023, AND 2022

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(the “Company”) was incorporated on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro

Capital Corp.

The Company currently provides a wide range of business consulting and corporate advisory services including cross-border

listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services.

As part of our business consulting and corporate advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”)

provides a business incubator for start-up and high growth companies during their critical growth period and focuses on investments in

select start-up and high growth potential companies.

In addition to our business consulting and corporate advisory business segment,

we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the

and sale of real estate properties held for sale.

Our focus is on companies located in South-East Asia and East Asia including Hong Kong,

the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore.

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

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

As reflected in the accompanying consolidated financial

statements, for the year ended December 31, 2023, the Company recorded a net cash used in operations of $ 1,594,718

and as of December 31, 2023, the Company incurred accumulated deficit of $ 36,549,095 .

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

the financial statements are issued.

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

unable to continue as a going concern.

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

from its major shareholders.

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

meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company can obtain additional financing,

if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its

stockholders, in the case of equity financing.

effects of reverse stock split

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

Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically

converted into one outstanding share of Common Stock.

As a result of the Reverse Stock Split, the number of the outstanding shares of

Common Stock decreased from 78,671,688 (pre-split) shares to 7,875,813 (post-split) shares.

In addition, by reducing the number of outstanding

shares, the Company’s loss per share in all prior periods increased by a factor of 10.

The Reverse Stock Split affected all shares

of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split.

In addition, the Reverse Stock Split

effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately prior

to the effectiveness of the Reverse Stock Split, resulting in a reduction from 53,556 (pre-split) shares to 5,356 (post-split) shares

(see Note 11).

fractional shares are issued in connection with the Reverse Stock Split.

Stockholders who otherwise would be entitled to receive fractional

shares because they hold a number of pre-reverse stock split shares of the Company’s Common Stock not evenly divisible by 10, in

lieu of a fractional share, are entitled the number of shares rounded up to the nearest whole share.

The Company will issue one whole

share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result

of the Reverse Stock Split.

Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership

The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares

of Common Stock remained the same after the Reverse Stock Split.

the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded

at par value has been reclassified to additional paid-in-capital on a retroactive basis.

All references to shares of Common Stock and

per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to

reflect the Reverse Stock Split on a retroactive basis.

pandemic and other global risks

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

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

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

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

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

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

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

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

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

If equity and credit

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

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

of presentation and principles of consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and a majority-owned subsidiary

which the Company controls and entities for which the Company is the primary beneficiary.

For those consolidated subsidiaries where the

Company’s ownership is less than 100 %, the outside shareholders’ interests are shown as noncontrolling interests in equity.

Acquired businesses are included in the consolidated financial statements from the dates of acquisition.

The accompanying consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

All inter-company accounts and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make estimates

and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial

statements, and the reported amounts of revenues and expenses during the reporting period.

Significant accounting estimates include certain

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

long-term assets including goodwill, estimates inherent in recording purchase price allocation, valuation allowance on deferred income

taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities.

Actual results may

differ from these estimates.

Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities

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

See accompanying notes.

GREENPRO CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023

(Expressed in U.S.

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

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,

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

incurred an 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.

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 and a majority-owned subsidiary which the Company controls and entities for

which the Company is the primary beneficiary.

For those consolidated subsidiaries where the Company’s ownership is less than 100 %,

the outside shareholders’ interests are shown 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

generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of

assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts

of revenues and expenses during the reporting period.

Significant accounting estimates include certain assumptions related to, among others,

the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, estimates inherent

in recording purchase price allocation, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative

liability, and the accrual of potential liabilities.

Actual results may differ from these estimates.

Credit losses

8 unchanged sentences

including its trade receivables.

To determine the provision for credit losses for accounts

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

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

in the pharmaceuticals industry.

Each business component is analyzed for estimated credit losses individually.

In doing so, the Company

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

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

Further, the Company considers macroeconomic factors and

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

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

Also, specific allowance

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

Accounts receivable at December 31, 2023 and 2022

To determine the provision for

credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business

component level, as management determined that risk profile of the Company’s customers is consistent based on the type and

industry in which they operate, mainly in the pharmaceuticals industry.

Each business component is analyzed for estimated credit

losses individually.

In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts

receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as

Further, the Company considers macroeconomic factors and the status of the pharmaceuticals industry to estimate if there

are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future

status of such economic and industry-specific factors.

Also, specific allowance amounts are established based on a review of

outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable on December 31, 2024, and 2023

are net of allowances for credit losses of $ 2,883 and $ 610,599 , respectively.

1 unchanged sentence

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

be collected at December 31, 2023 and 2022:

OF ALLOWANCES FOR CREDIT LOSSES

be collected on December 31, 2024, and 2023:

SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES

As of and for the years ended,

Balance at beginning of year

Charged to operating expenses

Write-offs of accounts receivable, net of recoveries

Charged of operating expenses

Write-off of accounts receivable

Recovery of accounts receivable

Adjustments for credit losses

Balance at end of year

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).

and cash equivalents

consists of funds on hand and held in bank accounts.

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

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

December 31, 2023, and 2022, cash included funds held by employees of $ 0 and $ 11,464 , respectively, was to facilitate payment of expenses

in local currencies or to facilitate third-party online payment platforms which the Company had not set up a corporate account, such

as WeChat Pay or Alipay.

SCHEDULE OF CASH, CASH EQUIVALENTS

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, 2024, and 2023, cash was to facilitate

payment of expenses in local currencies or to facilitate third-party online payment platforms, such as WeChat Pay or Alipay.

does not have a corporate account on these platforms.

SCHEDULE OF CASH AND CASH EQUIVALENTS

As of December 31,

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Denominated in Malaysian Ringgit

Denominated in Great British Pound

Denominated in Singapore Dollar

Denominated in Euro

Denominated in Great British Pound

Cash and cash equivalents

receivable, net

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.

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

2 unchanged sentences

Accounts receivable, net

and equipment, net

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

Digital assets

In recent years, the SEC

state securities regulators have stated that certain digital assets or digital asset products may be classified as securities

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 is 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:

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.

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.

term for any cryptography-based market, system, application, or decentralized network.

asset or token :

digital asset built using blockchain technology, including cryptocurrencies, stablecoins, and security tokens.

● 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.

new open financial system built upon crypto.

decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or

“Ether,” the native crypto assets on the Ethereum network.

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 may be assets deemed to be a security based on their characterization as an investment contract or note.

that digitally facilitates or enforces a rules-based agreement or terms between transacting parties.

● Stablecoin :

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.

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 4).

Company follows ASC 350-30,

I ntangibles—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

January 1, 2025, the Company will adopt Accounting Standards

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

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.

In determining if an impairment has occurred, the Company considers the lowest price of the subject crypto asset

quoted on the active exchange at any time since acquiring the specific crypto held by the Company.

If the carrying value of a crypto

asset exceeds that lowest price, an impairment loss has occurred with respect to that crypto asset in the amount equal to the difference

between its carrying value and such lowest price.

Impairment losses are recognized in the period in which the impairment occurs and are

record as “Digital asset impairment losses (gains on sale), net” in the Company’s Consolidated Statements of Operations.

As of December 31, 2024, the Company determined there

was no indicator of impairment of its digital assets and recorded the crypto assets held for operation under digital assets at $ 192,398

(see Note 4).

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

Estimated useful life

4 unchanged sentences

Over the shorter of estimated useful life or term of lease

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

in Shenzhen, China.

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

Expenditures for maintenance and repairs are expensed as incurred.

Depreciation for this office leasehold in Shenzhen, China,

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

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

not be recoverable.

If there is indication of impairment, management prepares an estimate of future cash flows expected to result from

the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment

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

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

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

estate held for sale

estate held for sale is reported at the lower of carrying amount or fair value, less estimated costs to sell.

The cost of real estate

held for sale includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition

We actively market all properties that are designated as held for sale.

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 as incurred.

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

$ 102,241 and $ 104,442 for the years ended December 31, 2024, and 2023, respectively (see Note 5).

Management assesses the carrying value of property

and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is an indication

of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated

For the years ended December 31, 2024, and 2023, the Company determined there were no indicators of impairment of its property

and equipment (see Note 5).

Real estate held for sale

Real estate held for sale is reported at the lower

of carrying amount or fair value, less estimated costs to sell.

The cost of real estate held for sale includes the purchase price of property,

legal fees, improvement costs to the building structure, and other acquisition costs.

We actively market all properties that are designated

as held for sale.

Real estate held for sale is not depreciated.

conducting its reviews for indicators of impairment, the Company evaluates, among other things, the margins on units already sold within

the project, margins on units under contract but not closed, and projected margins on future unit sales.

The Company pays close attention

to discern if the real estate held for sale is moving at a slower than expected pace or where margins are trending downward.

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

(see Note 4).

estate held for investment, net

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

of the estimated useful life or term of lease

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

buildings in Kuala Lumpur, Malaysia.

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

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

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

value may not be recoverable.

If there is indication of impairment, management prepares an estimate of future cash flows expected to

result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an

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

In conducting its reviews for indicators of impairment,

the Company evaluates, among other things, the margins on units already sold within the project, margins on units under contract but not

closed, and projected margins on future unit sales.

The Company pays close attention to discern whether the real estate held for sale

is moving at a slower than expected pace or where margins are trending downward.

For the years ended December 31, 2024, and 2023, the

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

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

Kong, China, and Singapore.

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

SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE

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

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

are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts.

For the years ended December 31, 2023, and 2022, the Company determined there were no indicators of impairment of intangible assets (see

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

Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested

for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated

fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill.

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

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

As a result, the value

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

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

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

of long-lived assets

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

In accordance with the provision

of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of

each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate.

recoverability of long-lived assets is measured at the reporting unit level.

If the total of the expected undiscounted future net cash

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

of the asset.

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

held for investment and intangible assets, respectively.

in equity securities

Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise

significant influence, using ASU 2016-01, Financial Instruments – Overall:

Recognition and Measurement of Financial Assets and

Financial Liabilities .

The Company measure investments in equity securities without a readily determinable fair value using a measurement

alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable

price changes on a non-recurring basis.

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

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

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

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

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

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

all were related party investments with aggregate value of $ 5,406,106 .

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

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

to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases.

Effective January 1, 2019, the Company adopted

the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases.

The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial statements and did not have

a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans.

The Company adopted

ASC 842 using a modified retrospective approach.

As a result, the comparative financial information has not been updated and the required

disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect

for those periods.

The adoption of ASC 842 on January 1, 2019 resulted in the initial recognition of operating lease right-of-use assets

of $ 582,647 , lease liabilities for operating leases of $ 582,647 , and a zero cumulative-effect adjustment to accumulated deficit (see

financial instruments

financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest

rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement.

The derivative

financial instruments may be free-standing or embedded in other financial instruments.

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

The Company follows the provision

of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument

is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the

statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities

or as equity, is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet

as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the

balance sheet date.

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

appropriate (see Note 9).

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

tax assets based upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred

taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more

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

uncertain (see Note 12).

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

As a result of its

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

income (loss) per share

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

of common shares outstanding during the period.

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

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

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

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

These warrants have been excluded from the calculation of weighted

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

currencies translation

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.

general, for consolidation purposes, if a subsidiary’s functional currency other than US$, its assets and liabilities are translated

into US$ using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the

Any gains or losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component

of accumulated other comprehensive income or loss within equity.

of amounts from each foreign currency of the Company into US$ has been made at the following exchange rates for the respective periods:

Company determined there were no indicators of impairment of its real estate held for sale (see Note 6).

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

Estimated useful life

Office leasehold

Furniture and fixtures

Office equipment

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 $ 15,590 and $ 25,125 for the years ended December 31, 2024, and 2023, respectively (see Note

Management assesses the carrying value of real estate

held for investment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is an

indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset

to its estimated fair value.

For the years ended December 31, 2024, and 2023, the Company determined there were no indicators of impairment

of its real estate held for investment (see Note 7).

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

Estimated useful life

Amortization expense was $ 476 and $ 718 for the years

ended December 31, 2024, and 2023, 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.

For the years ended December 31, 2024, and 2023, the Company

determined there were no indicators of impairment of intangible assets (see Note 9).

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

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

For the year ended December 31, 2023, the Company

determined there was no indicator of impairment, so no impairment was made.

As a result, the value of its goodwill remains at $ 82,561

as of December 31, 2023

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 (see Note 3).

During 2024, indicators of impairment were present,

and hence, the Company made an impairment of goodwill of $ 82,561 .

As a result, the value of goodwill was impaired to $ 6,035 as of December

31, 2024 (see Note 9).

Impairment of long-lived assets

Long-lived assets primarily include property and equipment,

real estate held for investment and intangible assets.

In accordance with the provision of ASC 360, the Company generally conducts its

annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of

impairment exist, such as a significant sustained change in the business climate.

The recoverability of long-lived assets is measured

at the reporting unit level.

If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset,

a loss is recognized for the difference between the fair value and the carrying amount of the asset.

As of December 31, 2024, and 2023, the Company determined

there was no indicator of impairment of its property and equipment, real estate held for investment and intangible assets, respectively.

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.

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

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 8).

On December 31, 2023, the Company

had a total of twenty-five (25) investments in equity securities without readily determinable fair values, all were related party

investments with an aggregate value of $ 100,106 .

In which, thirteen (13) investments in equity securities without readily determinable fair values were fully impaired and with

value (see Note 8).

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 of 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 commencement

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 commencement date in determining the present value of future payments.

lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option.

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 10 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 (see Note 11).

The Company accounts for income

taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the

likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided for

the net tax effects of temporary differences between the 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 that

these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain (see

The Company conducts major businesses in Hong Kong,

China, and Malaysia, and is subject to tax in these jurisdictions.

As a result of its business activities, the Company will file separate

tax returns that are subject to examination by the foreign tax authorities.

Net income (loss) per share

Basic net income (loss) per share is computed by dividing

the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding,

adjusted for the dilutive effect of outstanding Common Stock equivalents.

On December 31, 2024, and 2023, there were no dilutive

shares outstanding.

These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive

and therefore basic and diluted net income (loss) per share were the same.

Foreign currencies translation

The reporting currency of the Company is the United

States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$.

In addition, the

Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian

Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollars (“HK$”), which is also the respective functional

currency of subsidiaries.

In general, for consolidation

purposes, if a subsidiary’s functional currency 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 average rates prevailing during the period.

gains or losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of

accumulated other comprehensive income or loss within equity.

Translation of amounts from each foreign currency

of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

13 unchanged sentences

Exchange rate

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

value of financial instruments

Company follows the guidance of the ASC 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy

that prioritizes the inputs used in measuring fair value as follows:

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.

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:

Observable inputs such as quoted prices in active markets;

1 unchanged sentence

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other

current assets, accounts payable and accrued liabilities, deferred costs of revenue and deferred revenue, and due from or due to related

parties, approximate their fair values because of the short-term nature of these financial instruments.

of December 31, 2023, and 2022, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative

liabilities of $ 0 and $ 1 , respectively (see Note 9).

following table sets forth a summary of the changes in the estimated fair value of our derivative during the years ended December 31,

2023, and 2022:

SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVE LIABILITIES

The Company believes the carrying

amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets,

accounts payable and accrued liabilities, deferred costs of revenue and deferred revenue, and due from or due to related parties, approximate

their fair values because of the short-term nature of these financial instruments.

The following table sets forth a summary of the changes

in the estimated fair value of our derivative during the years ended December 31, 2024, and 2023:

SCHEDULE OF FAIR VALUE OF EMBEDDED

DERIVATIVE LIABILITIES

As of and for the years ended,

Fair value at beginning of year

Fair value gains of derivative liability associated with warrants

Fair value gain of derivative liability associated with warrants

Fair value at end of year

Concentrations

the year ended December 31, 2023, two customers accounted for 20 % ( 10 % and 10 %, respectively) of the Company’s revenue, and three

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

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

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

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

for 73 % ( 52 %, 11 % and 10 %, respectively) of the Company’s accounts payable at year-end.

the year ended December 31, 2022, no vendor accounted for 10 % or more of the Company’s cost of revenues, and three vendors accounted

for 59 % ( 29 %, 19 % and 11 %, respectively) of the Company’s accounts payable at year-end.

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.

and uncertainties

Substantially

all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the South-East Asia region.

The Company’s

operations are subject to various political and economic risks, including the risks of restrictions on transfer of funds, export duties,

quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the

coronavirus outbreak.

accounting pronouncements

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU reduces the number of accounting models for convertible debt

instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s

own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related earnings

per share guidance.

This standard became effective for the Company beginning on January 1, 2023.

Adoption is either a modified retrospective

method or a fully retrospective method of transition.

The Company adopted this guidance effective January 1, 2023, and the adoption of

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

November 2019, the FASB issued ASU No.

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

2016-13 for private companies,

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

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

ASU 2019-05 is effective for the

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

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

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

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

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

consolidated financial statements or disclosures.

Specifically, the

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

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

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

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

Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

2 - REVENUE FROM CONTRACTS WITH CUSTOMERS

Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”),

and revenue from leasing or trading of real estate properties (“real estate revenue”).

from services

certain service contracts, we assist or provide advisory to clients in capital market listings (“listing services”), our

services provided to clients are considered as our performance obligations.

Revenue and expenses are deferred until the performance obligation

is complete and collectability of the consideration is probable.

For service contracts where the performance obligation has not been

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

to be completed performance obligations.

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

record a liability if a determination is made that costs will exceed revenue.

other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services

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

hence, the relevant revenue is recognized.

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

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.

from leasing of real estate properties

revenue represents lease rental income from the Company’s tenants.

The tenants pay in accordance with the terms in the lease agreements

and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit

is expected to be derived from the underlying asset.

from trading of real estate properties

Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC

610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets.

Generally, the Company’s sales of its

real estate properties are considered a sale of a nonfinancial asset.

Under ASC 610-20, the Company derecognizes its asset and recognizes

a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer.

2023, no real estate property was sold.

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

of commercial property held for sale.

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

fees directly attributable to the services rendered.

of rental revenue primarily includes costs associated with repairs and maintenance, property management fees, insurance, depreciation,

and other related administrative costs.

Utility expenses are paid directly by tenants.

of real estate properties sold primarily consists of the purchase price of property, legal fees, improvement costs to the building structure,

and other acquisition costs.

Concentrations of risks

For the year ended December 31, 2024, one customer

accounted for 12 % of the Company’s revenue, and one customer accounted for 85 % of the Company’s accounts receivable at year-end.

For the year ended December 31, 2023, two customers

accounted for 20 % ( 10 % each) of the Company’s revenue, and three customers accounted for 39 % ( 14 %, 13 % and 12 %, respectively) of

the Company’s accounts receivable at year-end.

For the year ended December 31, 2024, no vendor accounted

for 10 % or more of the Company’s cost of revenues, and two vendors accounted for 74 % ( 53 % and 21 %, respectively) of the Company’s

accounts payable at year-end.

For the year ended December 31, 2023, no vendor accounted

for 10 % or more of the Company’s cost of revenues, and three vendors accounted for 73 % ( 52 %, 11 % and 10 %, respectively) of the Company’s

accounts payable at year-end.

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$.

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

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 transfer of funds, export duties, quotas and embargoes,

changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak.

Recent accounting pronouncements

The Company has reviewed all recently issued, but

not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”).

Management periodically

reviews new accounting standards that are issued.

Accounting Standards Adopted in 2024

Accounting Standards Update 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures:

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The new standard provides improvements to reportable segment disclosure

requirements through amendments that require 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 standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an

explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to

allocate resources.

The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding

how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable

segment must provide all disclosures required by this amendment.

The ASU is effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

The standard should be applied retrospectively to all prior

periods presented in the financial statements.

During the fourth quarter of 2024, we adopted ASU

2023-07 and enhanced our segment disclosures in line with the new guidance.

The adoption had no effect on our consolidated financial statements.

Accounting Standards not yet Adopted

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.

ASU 2023-08 amends ASC 350, 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.

all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within

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.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements.

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 is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements.

Accounting Standards Update 2024-03, Income

Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income

Statement Expenses:

In November 2024, the FASB issued ASU 2024-03, Disaggregation

of Income Statement Expenses.

The new standard requires entities to disclose additional information about certain expenses, such as purchases

of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented

expense captions on the income statement.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01,

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements and related disclosures.

The Company does not expect that any other recently

issued accounting pronouncements will have a significant effect on its consolidated financial statements.

NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s revenues consist of revenue from

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

For service contracts where the performance obligation has not been completed, deferred costs of revenue are recorded as

incurred and deferred revenue is recorded for any payments received on such yet to be completed performance obligations.

On an ongoing

basis, management monitors these contracts for profitability and when needed may record a liability if a determination is made that costs

will exceed revenue.

For other services such as company secretarial, accounting,

financial analysis, insurance brokerage services, and other related services (“non-listing services”), upon our completion

of such services, representing our performance obligations are satisfied, and hence, the relevant revenue is recognized.

For contracts

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

The Company offers no discounts, rebates, rights of

return, or other allowances to clients which would result in the establishment of reserves against service revenue.

Additionally, to date,

the Company has not incurred incremental costs in obtaining a client contract.

Revenue from 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 Green-X digital asset exchange

(“Green-X DAX”) platform.

Revenue from the provision of digital platform represents

the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively.

as revenues when services have been rendered to clients, that is performance obligations have been fulfilled.

Revenue from trading of digital assets represents

the sales income of digital assets.

We recognize as 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.

Since 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

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 a sale of a non-financial

Under ASC 610-20, the Company’s de-recognition of its asset and recognizes a gain or loss on the sale of the real estate

when control of the underlying asset transfers to the buyer.

During 2024 and 2023, no real estate property was

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 properties sold primarily

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

Selling and advertising costs are expensed as incurred.

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

The following tables provide information about disaggregated

revenue based on revenue by business line and revenue by geographic area:

SCHEDULE OF DISAGGREGATED REVENUE

For the years ended December 31,

Revenue by service lines:

Revenue by business line:

Corporate advisory – non-listing services

Corporate advisory – listing services

Provision of a digital platform and trading of digital assets

Rental of real estate properties

Sale of real estate properties

Total revenue

2 unchanged sentences

Total revenue

costs of revenue

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

in advance before completion of the performance obligation.

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

advance before completion of the performance obligation.

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

and totaled, respectively:

SCHEDULE OF DEFERRED REVENUE COST

Deferred costs of revenue

For a service contract where the performance obligation

has not been completed, deferred costs of revenue is recorded for any costs incurred in advance before completion of the performance obligation.

Deferred revenue

For a service contract where the performance obligation

has not been completed, deferred revenue is recorded for any payments received in advance before completion of the performance obligation.

As of December 31, 2024, and 2023, deferred costs

of revenue or deferred revenue is classified as current assets or current liabilities and totaled, respectively:

SCHEDULE OF DEFERRED COST OF REVENUE

OR DEFERRED REVENUE

Current assets

2 unchanged sentences

Deferred revenue

in deferred revenue during 2023 and 2022 are as follows:

Changes in deferred revenue during 2024 and 2023 are

SCHEDULE OF CHANGES IN DEFERRED REVENUE

6 unchanged sentences

Deferred revenue, end of year

3 - PROPERTY AND EQUIPMENT, NET

NOTE 3 - BUSINESS COMBINATION

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 .

acquired GBHL aiming to develop a digital banking business in Malaysia.

The Company accounted for the

transaction as a business combination in accordance with ASC 805 “Business Combinations”.

The Company performed an

allocation of the purchase price paid for the assets acquired and the liabilities assumed with reference to the financial statements

of GBHL as of June 6, 2024.

Fair value of assets acquired, and liabilities assumed:

SCHEDULE OF FAIR VALUE OF ASSETS

ACQUIRED AND LIABILITIES ASSUMED

Fair value of current liabilities

Purchase price

The following unaudited pro forma information presents

the combined results of operations as if the acquisition of GBHL had been completed on January 1, 2023.

These unaudited pro forma results

are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined

company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results

of operations:

SCHEDULE OF UNAUDITED PROFORMA

INFORMATION COMBINED RESULTS OF OPERATIONS

For the years ended December 31,

Loss from operations

( 1,505,306 )

Net (loss) income

Net (loss) income per share

NOTE 4 - 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.

is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly

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, 2024, the details of digital assets

we held are as follows:

SCHEDULE OF DIGITAL ASSETS

Ticker Symbol

(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.

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 sheet as of December 31, 2024, as the transaction did

not meet the criteria for asset recognition.

As of the date of this report, the Company has yet determined the value of DiGau due to

a lack of observable market transactions and price information.

As a result, the transaction was not disclosed in our consolidated financial

statements for the year ended December 31, 2024.

NOTE 5 - PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT NET

5 unchanged sentences

Leasehold improvement

Property and equipment, gross beginning

Changes during the year:

6 unchanged sentences

depreciation, end of year

( 1,074,081 )

Property and equipment, net

leasehold under property and equipment represents three adjoining office units owned and used by the Company located in a commercial

building in Shenzhen, China.

The office leasehold is subject to a 50 -year land lease with a remaining term of 21 years and is being depreciated

over the remaining lease term.

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

Office leasehold under property and equipment represents

three adjoining office units owned and used by the Company located in a commercial building in Shenzhen, China.

The office leasehold is

subject to a 50 -year land lease with a remaining term of 20 years and is being depreciated over the remaining lease term.

for this office leasehold in Shenzhen, China, classified as an operating expense, was $ 102,241 and $ 104,442 for the years ended December

31, 2024, and 2023, respectively.

Depreciation for property and equipment, including

office leasehold, furniture and fixtures, office equipment and leasehold improvement, classified as an operating expense, totaling $ 129,232

and $ 118,963 for the years ended December 31, 2024, and 2023, respectively.

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

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

4 - REAL ESTATE HELD FOR SALE

December 31, 2023, and 2022, real estate held for sale was valued $ 1,659,207 and $ 1,659,207 , respectively.

NOTE 6 - REAL ESTATE HELD FOR SALE

On December 31, 2024, and 2023, real

estate held for sale was valued at $ 980,402

and $ 1,659,207 ,

respectively.

Real estate held for sale represents multiple units in a building located in Hong Kong (the

On February 25, 2015, we 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 multiple units in a building located in Hong Kong.

2023, no property was sold.

For the year ended December 31, 2022, the Company sold three units for $ 840,036 , with original cost of $ 408,813

and other costs of sale of $ 164,530 .

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

estimated costs to sell.

Real estate held for sale represents properties for which a committed plan to sell exists and an active program

to market such properties has been initiated.

5 - REAL ESTATE HELD FOR INVESTMENT, NET

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”) by distribution of 40 % of FWIL’s Property for consideration

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

Other than the Acquisition, no

property was sold during 2024 and 2023.

NOTE 7 - REAL ESTATE HELD FOR INVESTMENT, NET

SCHEDULE OF REAL ESTATE HELD FOR INVESTMENT, NET

6 unchanged sentences

Real estate held for investment,

Changes during the year:

Real estate held for investment, gross

Accumulated depreciation

4 unchanged sentences

Real estate held for investment, net

estate held for investment represents the Company’s three office units located in two commercial buildings in Malaysia.

The adjoining

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

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

2023, and 2022, respectively.

6 - OTHER INVESTMENTS

SCHEDULE OF OTHER INVESTMENTS

Real estate held for investment represents the Company’s

two office units located in one commercial building in Malaysia.

The adjoining office units are currently rented to an unrelated tenant.

Depreciation for real estate held for investment,

included in the cost of rental revenue, was $ 15,590 and $ 25,125 for the years ended December 31, 2024, and 2023, respectively.

NOTE 8 - OTHER INVESTMENTS

OF OTHER INVESTMENTS

As of December 31,

2 unchanged sentences

(2) Other related parties

securities without readily determinable fair values are investments in privately held companies without readily determinable market values.

The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity

securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment,

if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of

same issuer (the “Measurement Alternative”).

The fair value of equity securities without readily determinable fair values

that have been remeasured due to impairment are classified within Level 3.

Management assesses each of these investments on an individual

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

Company believes all the invested equity securities are without readily determinable values even certain of the equity securities are

listed in the over the counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the

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

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

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

securities without readily determinable fair values.

For the year ended December 31, 2022, the Company recognized impairment of $ 4,208,029

for six of its total investments in equity securities without readily determinable fair values.

addition, the Company recorded its equity securities without readily determinable fair values at cost.

For these cost method investments,

we recorded as other investments in our consolidated balance sheets.

We reviewed all our cost method investments quarterly to determine

if impairment indicators were present;

however, we were not required to determine fair value of these investments unless impairment indicators

Equity securities without readily determinable fair

values are investments in privately held companies without readily determinable market values.

The Company adopted the guidance of ASC

321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable

fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting

from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”).

The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified

within Level 3.

Management assesses each of these investments on an individual basis.

Additionally, on a quarterly basis, management is

required to make a qualitative assessment of whether the investment is impaired.

The Company believes all the invested equity securities

are without readily determinable values even certain of the equity securities are listed in the over-the-counter (OTC) market, as their

securities are not actively traded on a securities exchange registered with the U.S.

Securities and Exchange Commission (SEC) or in the

For the year ended December 31,

2024, the Company recognized an impairment of $ 87,425

for eight of its total investments in equity securities without readily determinable fair values.

For the year ended December 31,

2023, the Company recognized an impairment of $ 4,982,000

for three of its total investments in equity securities without readily determined fair values and recorded a reversal of impairment

of $ 6,882,000

for one of the total investments in equity securities without readily determinable fair values.

In addition, the Company recorded

its equity securities without readily determinable fair values at cost.

For these cost method investments, we recorded them as other

investments in our consolidated balance sheets.

We reviewed all our cost investments quarterly to determine if impairment indicators

were present;

however, we were not required to determine the fair value of these investments unless impairment indicators existed.

When impairment indicators exist, we generally adopt the valuation methods allowed under ASC820 Fair Value Measurement to evaluate

the fair values of our cost method investments approximated or exceeded their carrying values.

of December 31, 2023, the carrying value of our cost method investments aggregated $ 100,106 .

December 31, 2023, and 2022, the carrying values of equity securities without readily determinable fair values are as follows:

As of December 31, 2024, the carrying value of our

cost method investments aggregated $ 12,073 .

On December 31, 2024, and 2023, the carrying values

of equity securities without readily determinable fair values are as follows:

SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES

3 unchanged sentences

Additions during the year

Terminations, disposals or forfeitures during the year

Disposals, terminations, or forfeitures during the year

( 7,206,500 )

Disposal of impaired investment during the year

Balance, end of year

5 unchanged sentences

( 4,982,000 )

( 4,208,029 )

Reversal of impairment during the year

Disposal of impaired investment during the year

Balance, end of year

2 unchanged sentences

Net carrying values of equity securities without readily determinable fair values

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

For the years ended December 31, 2024, and 2023, the

Company recognized an impairment of other investments of $ 87,425 and $ 4,982,000 , respectively.

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, we sold our 1,000,000

shares of common stock of Agape ATP Corporation (“Agape”), which were recorded at a cost of $ 100 ,

through a broker in total of $ 307,697

in two batches, sold back our 5,000,000

shares of common stock of Celmonze Wellness Corporation (“Celmonze”) to Celmonze at cost $ 500

per share and sold all 2,165,000

shares of common stock of MU Global Holding Limited (“MUGH”) which were acquired at $ 217

and fully impaired in 2018 to an unrelated party for $ 17,320 ,

respectively.

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

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

was recorded for the year ended December 31, 2023.

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

of other investments during 2023

Wellness Corporation

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

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

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

The investment

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

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

or disposal of other investments during 2023

February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement

with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and principally engaged in developing a multi-faceted

suite of products and services for the cryptocurrency industry and economy (the “Fund”).

Pursuant to the agreement, GRL agreed

to subscribe for $ 7,206,000 worth of Class B shares of the Fund by issuing 300,000 shares of the Company’s restricted Common Stock,

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

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

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

As a result, 300,000

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

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

The Company recorded a reversal of impairment of other

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

Wellness Tech Corp.

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

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

In December 2024, REBLOOD Biotech Corp.

was dissolved and hence, our 1,000,000 REBLOOD shares which were acquired at $ 100 or $ 0.0001 per share in 2022 were annulled and the investment

in REBLOOD was terminated.

Acquisition of other investments during 2024

SEATech Ventures Corp.

On August 8, 2024, GVCL entered

into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr.

Pursuant to the agreement, Mr.

to sell his 923,544 shares of common stock of SEATech Ventures Corp.

(“SEATech”) to GVCL for approximately $ 92 or $ 0.0001

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.

Disposal or termination of other investments during

Agape ATP Corporation

2017, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”) acquired 17,500,000

shares of common stock of Agape ATP Corporation, a Nevada corporation (“Agape”), par value of $ 0.0001

per share, for $ 1,750 .

Agape is principally engaged in the provision of health and wellness products and advisory services to clients in Malaysia.

December 31, 2021, GVCL holds approximately 5 %

of the total outstanding shares of Agape and recognized the investment at a historical cost of $ 1,750

under other investments.

21, 2022, GVCL entered into a forfeiture agreement with Agape.

Pursuant to the agreement, GVCL agreed to transfer 16,500,000 shares out

of its 17,500,000 shares of common stock from Agape to Agape for nil consideration.

As a result, GVCL holds approximately 1 % of the total

outstanding shares of Agape and recognized a loss on forfeiture of other investments of $ 1,650 .

October 10, 2023, Agape’s common stock has been uplisted from OTC to The Nasdaq Stock Market LLC (“NASDAQ”).

31, 2023, GVCL owned 1,000,000 shares of common stock of Agape and recognized our investment in Agape under a historical cost of $ 100 or

$ 0.0001 per share.

On February 16,

2024, GVCL sold 200,000

shares of Agape’s common stock through a broker at a price of $ 180,000 .

As a result, GVC recognized a gain on disposal of other investment of $ 179,980 .

On August 15,

2024, Agape filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a 1-for-20

reverse stock split of the shares of Agape’s common stock, par value $ 0.0001

per share on August 30, 2024.

As a result of the reverse stock split, our 800,000

shares of Agape’s common stock were reduced to 40,000

shares and the investment cost remained at $ 80 .

August 30, 2024, GVCL sold all remaining 40,000

Agape shares through a broker at a price of $ 127,697 .

As a result, GVCL recognized a gain on disposal of other investments of $ 127,617 .

Celmonze Wellness Corporation

On February 8, 2023, GVCL entered

into a subscription agreement with Celmonze Wellness Corporation, a Nevada corporation, which provides beauty and wellness solutions to

clients (“Celmonze”).

Pursuant to the agreement, GVCL acquired 5,000,000 shares of common stock of Celmonze at a price of

$ 500 or $ 0.0001 per share.

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

Upon acquisition, the Company

recorded the investment in Celmonze at a historical cost of $ 500 under other investments.

On January 17, 2024, GVCL entered

a repurchase agreement with Celmonze.

Pursuant to the agreement, GVCL agreed to sell back all our 5,000,000 owned Celmonze shares to Celmonze

We received cash of $ 500 from Celmonze in exchange for our return of Celmonze shares.

MU Global Holding Limited

On July 25, 2018, GVCL entered

into a subscription agreement with MU Global Holding Limited, a Nevada corporation, which provides spa and wellness services and products

to clients (“MUGH”).

Pursuant to the agreement, GVCL acquired 2,165,000 shares of common stock of MUGH at a price of $ 217

or $ 0.0001 per share.

The investment was recognized at a historical cost of $ 217 under other investments.

On December 31, 2018, GVCL made

an impairment of $ 217 and hence, the investment was fully impaired with nil value.

On April 10, 2024, GVCL entered

into a stock purchase agreement with an unrelated party, Chen Shu-Jen (“Mr.

Pursuant to the agreement, GVCL agreed

to sell all 2,165,000 MUGH shares to Mr.

Chen for $ 17,320 .

As a result, GVCL recognized a gain on disposal of investment of $ 17,320 .

REBLOOD Biotech Corp.

2022, GVCL entered into a subscription agreement with REBLOOD Biotech Corp., a Nevada corporation, which is principally in the

provision of health management and biotechnology services (“REBLOOD”).

Pursuant to the agreement, GVCL acquired 1,000,000

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

Our investment in Simson was recognized at historical

cost of $ 500 under other investments.

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

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

of other investments during 2023

Fine Art Inc.

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

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

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

from the Company.

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

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

reserved as a dividend to the shareholders of the Company.

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

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

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

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

MFAI is an investment

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

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

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

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

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

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

has not been distributed.

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

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

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

value as of December 31, 2023.

July 8, 2020, GVCL entered into an acquisition agreement with all the eight shareholders of Ata Plus Sdn.

Bhd., a company incorporated

in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”).

Pursuant to the agreement,

GVCL agreed to acquire 15 % of the issued and outstanding shares of APSB for a purchase price of $ 749,992 .

The purchase price was paid

by the Company issuing to the shareholders approximately 45,731 shares of the Company’s restricted Common Stock, which was based

on the average closing price of the Company’s Common Stock for the five trading days preceding the date of the agreement, $ 16.4

per share, on November 18, 2020.

of December 31, 2022, the fair value of APSB was appraised by an independent appraiser, the

Appraiser and according to our 15 % interest in APSB, our investment was valued approximately $ 736,000 .

Hence, the Company

recorded an impairment loss of $ 13,992 for the year ended December 31, 2022.

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

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

As a result, our investment

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

Bullion Holdings, Inc.

October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr.

Tang Ka Siu Johnny and First Bullion Holdings Inc.

FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit

cards, money lending, crypto trading, and securities token offerings, with corporate offices in the Philippines and Hong Kong.

to the agreement, GVCL agreed to acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 by issuing

approximately 68,587 shares of the Company’s restricted Common Stock to Mr.

Tang, which was based on the average closing price

of the Company’s Common Stock for the five trading days preceding the date of the agreement.

to the agreement, Mr.

Tang and FBHI also granted to GVCL an option for 180 days following the date of the agreement to purchase an additional

8 % of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $ 20,000,000 .

In consideration of acquisition

of the option, GVCL agreed to issue 25,000 shares of the Company’s restricted Common Stock to Mr.

Tang, which shall constitute

partial payment for the option should GVCL elect to exercise the option.

December 11, 2020, the Company issued 68,587 shares of its restricted Common Stock to two designees of Mr.

Tang at $ 14.58 per share to

acquire 10 % of the issued and outstanding shares of FBHI for a purchase price of $ 1,000,000 and issued 25,000 shares of its restricted

Common Stock at $ 364,500 or $ 14.58 per share in partial consideration of the additional 8 % shareholdings of FBHI.

February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8 % of

the shares sold under the agreement valued at $ 20,000,000 .

February 26, 2021, the Company issued an additional 34,259 shares of its restricted Common Stock to two designees of Mr.

per share (valued at approximately $ 925,000 ).

Therefore, GVCL, in aggregate, holds 360,000 ordinary shares of FBHI, representing 18 %

of the total issued and outstanding shares of FBHI.

The investment was recognized at historical cost of $ 2,289,500 under other investments.

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

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

The depreciation

of FHBI’s fair value was mainly due to a significant decrease of its revenue.

Hence, the Company recorded an impairment loss of

shares of common stock of REBLOOD at a price of $ 100

On December 20, 2024,

REBLOOD’s sole director resolved to dissolve REBLOOD in Nevada, and filed a special resolution for dissolution with the Nevada Secretary

of State effective December 31, 2024.

As a result of

the dissolution, all REBLOOD shares are annulled, and GVCL’s investment is terminated with a nil value.

On December 31, 2024,

GVCL recognized a loss on termination of investment of $ 100 .

Impairment of other investments during 2024

Global Leaders Corporation

On August 30, 2020, GVCL entered

into a subscription agreement with Global Leaders Corporation, a Nevada corporation (“GLC”) to acquire 9,000,000 shares of

common stock of GLC at a price of $ 900 or $ 0.0001 per share, representing approximately 6 % of the total issued and outstanding shares

GLC’s principal activities are to provide training and consulting services to corporate clients in Hong Kong and China.

Upon acquisition, GVCL recognized

the investment in GLC at a historical cost of $ 900 under other investments.

For the year ended December 31,

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

dormant status.

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

7 - INTANGIBLE ASSETS AND GOODWILL

2024, the Company made a full impairment of $ 900 for the investment in GLC due to its continuous losses and stockholders’ deficit.

As a result, our investment in GLC was fully impaired with a nil value as of December 31, 2024.

New Business Media Sdn.

On November 1,

2020, GVCL entered into an acquisition agreement with Ms.

Lee Yuet Lye and Mr.

Chia Min Kiat, shareholders of New Business Media

Bhd (“NBMSB”).

NBMSB is a Malaysian company involved in operating a Chinese media portal that provides digital news

services focusing on Asian capital markets.

NBMSB is also one of the biggest Chinese-language digital business news networks in

Malaysia and has readers from across Southeast Asia.

Pursuant to the

agreement, both Ms.

Chia have agreed to sell to GVCL an 18 %

equity stake in NBMSB in consideration of a new issuance of 25,759

shares of the Company’s restricted Common Stock, valued at $ 411,120

The consideration was derived from an agreed valuation of NBMSB of $ 2,284,000 ,

based on its assets including customers, fixed assets, cash and cash equivalents, and liabilities as of November 1, 2020.

GVCL recognized the investment in NBMSB at a historical cost of $ 411,120

under other investments.

On December 31, 2022, the fair

value of NBMSB was appraised by an independent appraiser, the Appraiser and according to our 18 % interest in NBMSB, our investment was

valued at approximately $ 82,000 .

The depreciation of NBMSB’s fair value was mainly due to its significant drop in revenue.

the Company recorded an impairment loss of $ 329,120 for the year ended December 31, 2022.

During 2023, no indicator of impairment

occurred and hence, our investment value in NBMSB remained the same at $ 82,000 as of December 31, 2023.

For the year ended December 31,

2024, the Company made a full impairment of $ 82,000 for the investment in NBMSB due to NBMSB’s failure to provide updated financial

statements for evaluation.

As a result, our investment in NBMSB was fully impaired with a nil value as of December 31, 2024.

Angkasa-X Holdings Corp.

On February 3, 2021, GVCL entered

into a subscription agreement with Angkasa-X Holdings Corp., a British Virgin Islands corporation, which principally provides turnkey

services, from strategic satellite anchor station solutions, including construction and facility design, and antenna integration to fully

deployable, integrated tactical platform solutions (“Angkasa-X”).

Pursuant to the agreement, GVCL acquired 28,000,000 ordinary

shares of Angkasa-X at a price of $ 2,800 or $ 0.0001 per share.

Upon acquisition, GVCL recorded

the investment in Angkasa-X at a historical cost of $ 2,800 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 2,800 for the investment in Angkasa-X due to its continuous losses and stockholders’

As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31, 2024.

Jocom Holdings Corp.

On June 2, 2021, 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.

Ata Global Inc.

2021, GVCL entered into a subscription agreement with Ata Global Inc., a Nevada corporation, principally in the provision of

financial technology (“FinTech”) services (“Ata Global”).

Pursuant to the agreement, GVCL acquired 2,250,000

shares of common stock of Ata Global at a price of $ 225

Upon acquisition, the Company

recorded the investment in Ata Global at a historical cost of $ 225 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 225 for the investment in Ata Global due to its failure to provide updated financial

statements for evaluation.

As a result, our investment in Ata Global was fully impaired with a nil value as of December 31, 2024.

catTHIS Holdings Corp.

On August 27, 2021, GVCL entered

into a subscription agreement with catTHIS Holdings Corp., a Nevada corporation, which provides a digital catalog management platform

for users to upload, share and retrieve digital catalogs from any device (“catTHIS”).

Pursuant to the agreement, GVCL acquired

2,000,000 shares of common stock of catTHIS at a price of $ 200 or $ 0.0001 per share.

Upon acquisition, the Company

recorded the investment in catTHIS at a historical cost of $ 200 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 200 for the investment in catTHIS due to its continuous loss and stockholders’ deficit.

As a result, our investment in catTHIS was fully impaired with a nil value as of December 31, 2024.

ACT Wealth Academy Inc.

On February 21, 2022, GVCL entered

into a subscription agreement with ACT Wealth Academy Inc., a Nevada corporation, which provides training, seminars, and events in the

academic fields (“ACT Wealth”).

Pursuant to the agreement, GVCL acquired 6,000,000 shares of common stock of ACT Wealth at

a price of $ 600 or $ 0.0001 per share.

Upon acquisition, the Company

recorded the investment in ACT Wealth at a historical cost of $ 600 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 600 for the investment in ACT Wealth due to its failure to provide updated financial

statements for evaluation.

As a result, our investment in ACT Wealth was fully impaired with a nil value as of December 31, 2024.

Best2bid Technology Corp.

On June 9, 2022, GVCL entered

into a subscription agreement with Best2bid Technology Corp., a Nevada corporation, which provides an online bidding cum e-commerce platform

enabling participants to auction or sell their merchandise to bidders (“Best2bid”).

Pursuant to the agreement, GVCL acquired

5,500,000 shares of common stock of Best2bid at a price of $ 550 or $ 0.0001 per share.

As of December 31, 2023, the Company

recorded the investment in Best2Bid at a historical cost of $ 550 under other investments.

For the year ended December 31,

2024, the Company made a full impairment of $ 550 for the investment in Best2bid due to Best2bid’s failure in proving its updated

financial condition and performance for evaluation.

As a result, our investment in Best2bid was fully impaired with a nil value as of

December 31, 2024.

NOTE 9 - INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net

SCHEDULE OF INTANGIBLE ASSETS

10 unchanged sentences

Intangible assets, net

of December 31, 2023, the original cost of our intangible assets totaled $ 480,785 which includes $ 7,253 of trademarks acquired by Greenpro

Resources (HK) Limited (“GRHK”) during the years of 2013 to 2018, $ 344,500 of customer lists from the acquisition of Ace

Corporation Services Limited (renamed to Falcon Corporate Services Limited on August 26, 2016) (“FCSL”) in 2015, and $ 129,032

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

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

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

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

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

As of December 31, 2024 and 2023, the original cost

of our intangible assets totaled $ 480,785 which includes $ 7,253 of trademarks acquired by Greenpro Resources (HK) Limited (“GRHK”)

during the years of 2013 to 2018, $ 344,500 of customer lists from the acquisition of Ace 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, 2024, and 2023, the customer lists

from FCSL and the insurance agency license from Sparkle had been fully amortized with nil value.

At the end of 2024, the Company

conducted the 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 made.

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

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

Amortization expense for intangible assets for the

years ended December 31, 2024, and 2023 was $ 476 and $ 718 , respectively.

Amortization for each year following December 31,

2024, is as follows:

SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS

Year ending December 31,

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

2027 and thereafter

As of December 31, 2024, the accumulated amortization

of intangible assets was $ 480,076 , and the net value of intangible assets was $ 709 .

As of December 31,

1 unchanged sentence

Greenpro Capital Village Sdn.

Changes during the year:

Goodwill from Global Business Hub Limited

Changes during the year

Accumulated impairment

3 unchanged sentences

Goodwill, after impairment

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

Secretaries Limited on February 25, 2020) (“FASL”) in 2015 and $ 26,082 from its acquisition of Greenpro Capital Village Sdn.

(“GCVSB”) in 2021, respectively.

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.

(“GCVSB”) in 2021 and $ 6,035 from its acquisition

of Global Business Hub Limited (“GBHL”) in 2024, respectively.

Collectively, the Company’s goodwill totaled $ 351,843 .

is not amortized but tested for any indicator of impairment annually.

2022, the Company conducted the annual impairment test for FASL and GCVSB, respectively and concluded that there was an indicator of

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

value of the goodwill as of December 31, 2022.

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

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

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

2023, the Company conducted the annual impairment test and concluded that there was no indicator of impairment for the goodwill derived

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

December 31, 2023.

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

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

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

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

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

Other than these leases, the Company does not

have any other leases over the term of one year.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company accounts for the lease and non-lease components of its leases as a single lease component.

Lease expense is recognized on

a straight-line basis over the lease term.

lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease

payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent

our obligation to make lease payments arising from the lease.

Generally, the implicit rate of interest (“discount rate”)

in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value

of lease payments.

Goodwill is not amortized but tested for any indicator

of impairment annually.

During 2022, the Company

conducted the annual impairment test for FASL and GCVSB, respectively and concluded that there was an indicator of impairment for the

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

as of December 31, 2022.

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

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

at $ 26,082 , respectively.

During 2023, the Company

conducted the annual impairment test and concluded that there was no indicator of impairment for the goodwill derived from the acquisitions

of FASL and GCVSB, as both the NAV of FASL and GCVSB was greater than the respective value of the goodwill as of December 31, 2023.

During 2024, the Company conducted the annual impairment

test for FASL, GCVSB and GBHL, respectively and concluded that there was an indicator of impairment for the goodwill derived from the

acquisitions of FASL and GCVSB.

As the NAV of FASL is less than the value of the goodwill of $ 56,479 and the NAV of GCVSB is less than

the value of the goodwill of $ 26,082 as of December 31, 2024, a full impairment of $ 56,479 and $ $ 26,082 was made, respectively.

result, total impairment of $ 82,561 was made, both the value of goodwill related to FASL and GCVSB was impaired to nil , the value of goodwill

related to the newly acquired subsidiary, GBHL remains at $ 6,035 .

For the years ended December 31, 2024, and 2023, $ 82,561

and $ 0 of impairment of goodwill was made, respectively.

As of December 31, 2024, the value of the Company’s

goodwill was $ 6,035 , representing the value of goodwill related to GBHL of $ 6,035 .

NOTE 10 - LEASES

As of December 31, 2024, the Company has an operating

lease agreement for one office space in Hong Kong with a term of two years and has a finance lease for a motor vehicle in Malaysia with

a term of five years , respectively.

Other than these leases, the Company does not have any other leases over the term of one year.

with an initial term of 12 months or less are not recorded on the balance sheet.

The Company accounts for the lease and non-lease components

of its leases as a single lease component.

Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use

(“ROU”) assets and liabilities are recognized at 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

1 unchanged sentence

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

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

OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION

The components of lease costs and supplemental cash

flow information related to operating leases and finance leases are as follows:

SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31,

5 unchanged sentences

Interest expenses

Total Finance

Total finance lease costs

Total lease costs

6 unchanged sentences

Non-cash activity:

Balance payment of ROU asset by finance lease liabilities

Initial recognition of the balance payment of ROU asset by finance lease liabilities

Weighted average remaining lease term (in years):

4 unchanged sentences

Finance leases

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

2023, and 2022, respectively.

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

to the leases.

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

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

Rental expenses include amortization of $ 94,807 and $ 89,695 and interest expenses of $ 2,860 and $ 5,304 for the years ended December 31, 2024, and 2023, respectively.

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

The supplemental balance sheet information related

to leases during the past two years is as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

As of December 31,

9 unchanged sentences

Total lease liabilities

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

31, 2023, and 2022, respectively.

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

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

OF MATURITIES OF LEASE LIABILITIES

lease ROU assets are measured at a cost of $ 351,829

and less accumulated amortization of $ 331,900

and $ 237,278

as of December 31, 2024, and 2023, respectively.

lease ROU asset is measured at a cost of $ 28,898

and less accumulated amortization of $ 8,626

as of December 31, 2024, and 2023, respectively.

Maturities of the Company’s lease liabilities

as of December 31, 2024, are as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Operating leases

8 unchanged sentences

Total lease obligations

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

of $ 729 , respectively.

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

9 - DERIVATIVE LIABILITIES

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 , respectively.

For the year ended December

31, 2023, total lease costs were $ 115,130 including operating lease costs of $ 114,401 and finance lease costs of $ 729 , respectively.

NOTE 11 - DERIVATIVE LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES

of and for the years ended,

value at beginning of year

value gains of derivative liability associated with warrants

value at end of year

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

to the Company’s sale of Common Stock (see Note 11).

The strike price of warrants issued by the Company is denominated in US dollars.

As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of

the warrants as a derivative liability upon issuance.

The derivative liability is re-measured at the end of every reporting period with

the change in value reported in the statement of operations.

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

Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the

exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock

Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares

to 5,356 (post-split) shares (see Note 11).

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

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

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

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

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

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

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

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

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

SCHEDULE OF ESTIMATED

DERIVATIVE LIABILITIES AT FAIR VALUE ASSUMPTIONS

June 12, 2023

December 31, 2022

Risk-free interest rate

Expected volatility

Contractual life (in years)

Expected dividend yield

Fair value of warrants

risk-free interest rate is based on the yield available on U.S.

Treasury securities.

The Company estimates volatility based on the historical

volatility of its Common Stock.

The expected life of the warrants is based on the expiration date of the warrants.

The expected dividend

yield was based on the fact the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends

to common shareholders in the future.

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

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

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

Common Stock was $ 1.78 per share.

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

10 - STOCKHOLDERS’ EQUITY

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.

of shares in 2023

February 11, 2021, Greenpro Resources Limited, a subsidiary of the Company (“GRL”) entered into a subscription agreement

with Innovest Energy Fund, a global multi-asset fund incorporated in the Cayman Islands and principally engaged in developing a multi-faceted

suite of products and services for the cryptocurrency industry and economy (the “Fund”).

Pursuant to the agreement, GRL agreed

to subscribe for $ 7,206,000 worth of Class B shares of the Fund by issuing 300,000 shares of the Company’s restricted Common Stock,

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

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

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

As of and for the years ended,

Fair value at beginning of year

Fair value gain of derivative liability associated with warrants

Fair value at end of year

On June 12, 2018, warrants

exercisable into 53,556 shares of the Company’s Common Stock were issued at an exercise price of $ 7.20 per share and will expire

The warrants were fully vested when issued.

(see Note 13).

On July 19, 2022, the Company

filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”), to effect

a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants

outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of the

outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split)

shares (see Note 13).

Warrant activity, including

the number of shares and the exercise price per share, has been adjusted for all periods presented in this Annual Report to reflect the

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

On June 12, 2023 (the “Expiration), no warrants

were exercised as the trading price of the Company’s Common Stock was at or below the exercise price of $ 72 (post-split) per share

or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s Common Stock was $ 1.78 per share.

During the year ended December

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

Since the Expiration, all warrants

expired, and no warrants are outstanding and exercisable.

The balance of the derivative

liabilities related to warrants was nil as of December 31, 2024, and 2023, respectively.

For the year ended December 31,

2024, neither gain nor loss was recognized as all warrants had expired during 2023, while for the year ended December 31, 2023, the

Company recognized a gain of $ 1

associated with the revaluation of the above derivative liability.

NOTE 12 - STOCKHOLDERS’ EQUITY

Our authorized capital consists of 600,000,000 shares,

of which 500,000,000 shares are designated as shares of Common Stock, par value $ 0.0001 per share, and 100,000,000 shares are designated

as shares of preferred stock, par value $ 0.0001 per share.

No shares of preferred stock are currently outstanding.

Shares of preferred

stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the

issuance of any shares thereof.

The voting powers, designations, preferences, limitations, restrictions, relative, participating, options

and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board

of directors before the issuance of any shares of preferred stock in such series.

Cancellation of shares in 2023

On February 11, 2021, Greenpro Resources Limited,

a subsidiary of the Company (“GRL”) entered into a subscription agreement with Innovest Energy Fund, a global multi-asset

fund incorporated in the Cayman Islands and principally engaged in developing a multi-faceted suite of products and services for the cryptocurrency

industry and economy (the “Fund”).

Pursuant to the agreement, GRL agreed to subscribe for $ 7,206,000 worth of Class B shares

of the Fund by issuing 300,000 shares of the Company’s restricted Common Stock, valued at $ 7,206,000 to the Fund.

On May 18, 2023, the Company decided

to terminate its investment in the Fund due to significant impairments suffered since subscription and to cancel the shares issued

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

As a result, 300,000

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

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

stock split in 2022

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

Change”), to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

On that date, every 10 issued and outstanding shares of the Company’s Common Stock were automatically

converted into one outstanding share of Common Stock.

Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage of ownership

The par value of the Company’s Common Stock remained unchanged at $ 0.0001 per share and the number of authorized shares

of Common Stock remained the same after the Reverse Stock Split.

the par value per share of the Company’s Common Stock remained unchanged at $ 0.0001 per share, the change in the Common Stock recorded

at par value has been reclassified to additional paid-in-capital on a retroactive basis.

All references to shares of Common Stock and

per share data for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted to

reflect the Reverse Stock Split on a retroactive basis.

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

11 – WARRANTS

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

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

Since the Expiration,

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

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

Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”),

effective as of July 28, 2022.

The Reverse Stock Split effected a reduction in the number of shares of Common Stock issuable upon the

exercise of the warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock

Split, the number of the outstanding warrants exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares

to 5,356 (post-split) shares (see Note 9) and the exercise price of the warrants was adjusted from $ 7.2 (pre-split) per share to $ 72

(post-split) per share.

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

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

summary of warrants to purchase Common Stock issued during the years ended December 31, 2023, and 2022 is as follows:

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

and the value of additional paid-in capital of $ 7,205,700 ,

in aggregate of $ 7,206,000 ,

were reversed accordingly.

During 2024 and 2023, the Company did no t issue any

shares of its Common Stock.

NOTE 13 – WARRANTS

On June 13, 2018, the Company granted to the placement

agent and issued warrants exercisable into 53,556 shares of Common Stock at an exercise price of $ 7.20 per share and the expected expiration

of the warrants is June 12, 2023 (the “Expiration”).

Since the Expiration, the Company does not expect to issue other warrants

in the next twelve months.

On July 19, 2022, the Company filed a Certificate

of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the

Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022.

Stock Split effected a reduction in the number of shares of Common Stock issuable upon the exercise of the warrants outstanding immediately

prior to the effectiveness of the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of the outstanding warrants

exercisable into the Company’s Common Stock was reduced from 53,556 (pre-split) shares to 5,356 (post-split) shares (see Note 11)

and the exercise price of the warrants was adjusted from $ 7.2 (pre-split) per share to $ 72 (post-split) per share.

Warrant activity including the number of shares and

the exercise price per share has been adjusted for all periods presented in our Annual Reports on Form 10-K or Quarterly Reports on Form

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

A summary of warrants to purchase Common Stock issued during the years

ended December 31, 2024, and 2023 is as follows:

SUMMARY OF WARRANTS ACTIVITY

3 unchanged sentences

Balance outstanding and exercisable as of December 31, 2024

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

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

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

Common Stock was $ 1.78 per share.

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

12 - INCOME TAXES

for income taxes consisted of the following:

On June 12, 2023 (the “Expiration), no warrants

were exercised as the trading price of the Company’s Common Stock was at or below the exercise price of $ 72 (post-split) per share

or $ 7.2 (pre-split) per share.

At the Expiration, the closing price of the Company’s Common Stock was $ 1.78 per share.

Since the Expiration, all warrants

expired, and no

warrants are outstanding and exercisable.

As of December 31, 2023 and 2024, the value of the

warrants was nil .

NOTE 14 - INCOME TAXES

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

For the years ended December 31,

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

A summary of local (United States) and foreign loss

before income taxes was comprised of the following:

SCHEDULE OF LOSS BEFORE INCOME TAXES

6 unchanged sentences

Other (primarily nontaxable jurisdictions)

( 5,709,344 )

Income (loss) before income taxes

(Loss) income before income taxes

$ ( 721,388 )

and Statutory Rate Reconciliation

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

as a percentage of income from continuing operations before taxes:

Effective and Statutory Rate Reconciliation

The following table summarizes a reconciliation of

the Company’s statutory income tax rate to the Company’s effective tax rate as a percentage of income from continuing operations

before taxes:

SCHEDULE OF EFFECTIVE INCOME TAX RATE

4 unchanged sentences

Effective tax rate

effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range

of income tax rates.

During the years presented, the Company has several subsidiaries that operate in different countries and are subject

to tax in the jurisdictions in which its subsidiaries operate, as follows:

significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand):

The effective tax rate in the years presented is the

result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

During the years presented,

the Company has had several subsidiaries that operate in different countries and are subject to tax in the jurisdictions in which its

subsidiaries operate, as follows:

The significant components of deferred taxes of the

Company are as follows (rounded to the nearest thousand):

SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS

20 unchanged sentences

Net deferred tax asset (liability)

Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future.

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

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

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

loss (NOL) carryforwards from various tax regimes.

States of America

Company is registered in the State of Nevada and is subject to United States of America tax law.

the years ended December 31, 2023, and 2022, the operations in the United States of America incurred a net operating loss (NOL) of $ 4,093,000

and $ 728,000 , respectively.

of December 31, 2023, the cumulative net operating losses (NOLs) were $ 22,753,000 which can be carried forward to offset future taxable

The NOL carryforwards begin to expire in 2037, if unutilized.

Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 %

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 $ 7,938,000

to offset deferred tax assets of $ 7,946,000

including deferred tax assets related to the net operating loss (NOL) carry forwards of $ 6,132,000

as of December 31, 2024.

For the year ended December 31,

2024, the valuation allowance decreased by $ 128,000 ,

this decrease was primarily due to a decrease of NOL carryforwards from the PRC.

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, 2024, and 2023, the

operations in the United States of America incurred a net operating loss (NOL) of $ 670,000 and $ 4,093,000 , respectively.

As of December 31, 2024, the cumulative net operating

losses (NOLs) were $ 23,423,000 which can be carried forward to offset future taxable income.

The NOL carryforwards begin to expire in

2037, if unutilized.

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, 2024, and 2023, the

subsidiaries in Hong Kong incurred the aggregate of a net operating loss (NOL) of $ 567,000 and $ 345,000 , respectively.

As of December 31, 2024, the cumulative net operating

losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $ 3,222,000 .

The cumulative NOLs can be carried

forward indefinitely to offset future taxable income.

The Company’s subsidiaries operating in the

PRC are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory

income tax rate of 25 %.

For the year ended December 31,

2024, the subsidiaries in the PRC recorded an aggregate net operating income (NOI) of approximately $ 902,000 ,

while for the year ended December 31, 2023, the subsidiaries in the PRC recorded an aggregate net operating loss (NOL) of

approximately $ 0 .

As of December 31, 2024, the subsidiaries operating

in the PRC had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,335,000 which can be carried forward to offset

future taxable income.

The NOL carryforwards will expire in 5 years, if unutilized.

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.

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

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

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

were $ 2,651,000 .

The cumulative NOLs can be carried forward indefinitely to offset future taxable income.

Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s

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

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

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

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

of $ 2,236,000 which can be carried forward to offset future taxable income.

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

The Company’s subsidiaries operating

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

for the tax year.

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

and $ 101,000 , respectively.

of December 31, 2023, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,132,000

which can be carried forward indefinitely to offset taxable income in future.

Company’s subsidiary operating in Labuan is subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting

from 3 % on their assessable income for the tax year.

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

and $ 43,000 , respectively.

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

which can be carried forward indefinitely to offset taxable income in future.

Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from all the

Company’s net operating loss carryforwards as the Company believes it is more likely than not that these deferred tax assets will

not be fully realized in the future.

13 - RELATED PARTY TRANSACTIONS

For the years ended December 31, 2024, and 2023, the

subsidiaries in Malaysia incurred the aggregate of a net operating loss (NOL) of $ 16,000 and $ 47,000 , respectively.

As of December 31, 2024, the operations in Malaysia

had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 1,148,000 which can be carried forward indefinitely to

offset taxable income in the future.

The Company’s subsidiaries operating in Labuan

is subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting from 3 % on their assessable income for the tax year.

For the years ended December 31, 2024, and 2023, the

subsidiaries in Labuan incurred the aggregate of a net operating loss (NOL) of $ 186,000 and $ 342,000 , respectively.

As of December 31, 2024, the operations in Labuan

had incurred the aggregate amount of cumulative net operating losses (NOLs) of $ 571,000 which can be carried forward indefinitely to offset

taxable income in the future.

The Company has made 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.

NOTE 15 - RELATED PARTY TRANSACTIONS

OF DUE FROM RELATED PARTIES

3 unchanged sentences

Accounts receivable, net

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

- Related party B (net of allowance of $ 0 and

$ 379,542 as of December 31, 2024, and 2023, respectively)

- Related party K (net of allowance of $ 2 and $ 0 as of December 31, 2024, and 2023, respectively)

Prepaid to a related party:

December 31, 2023

December 31, 2022

- Related party B

Accounts receivable, net

Due from related parties:

5 unchanged sentences

- Related party G

- Related party H

- Related party I

Due from related parties

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

The amounts due from related parties are interest-free, unsecured, and

have no fixed terms of repayment.

SCHEDULE OF DUE TO RELATED PARTIES

9 unchanged sentences

Due to related parties

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

The amounts due to related parties are interest-free, unsecured and repayable

OF INCOME FROM OR EXPENSES TO RELATED PARTIES

Deferred cost of revenue to a related party:

Deferred costs of revenue to related parties:

December 31, 2024

December 31, 2023

Deferred costs of revenue to related parties

- Related party A

- Related party F

Deferred cost of revenue to a related party

Deferred revenue from a related party:

December 31, 2024

December 31, 2023

Deferred revenue from related party

- Related party B

Deferred cost of revenue to a related party

Deferred revenue from related parties

Investments in a related party:

December 31, 2024

December 31, 2023

Deferred revenue from related parties

Investments in a related party

- Related party B

- Related party E

Deferred revenue from related parties

Income from or expenses to related parties:

in a related party

Income from / expenses to related parties:

For the years ended

Income from or expenses to related parties:

Income from / expenses to related parties:

Service revenue from related parties

4 unchanged sentences

- Related party G

- Related party I

- Related party K

Service revenue from related parties

Cost of revenues to a related party

Digital revenue from related parties

- Related party B

Cost of revenues to a related party

- Related party K

Revenue from related parties

Cost of service revenue to related parties

- Related party A

- Related party B

- Related party F

Cost of service revenue to related parties

General and administrative expenses to related parties

10 unchanged sentences

Other income from related

Interest income from a related party

- Related party B

Interest income from a related party

Gain on disposal of related party investments

- Related party B

Gain on disposal of related party investments

Reversal of impairment of related party investment

- Related party B

Reversal of impairment (impairment) of other investment

Reversal of impairment of related party investment

Impairment of related party investments

1 unchanged sentence

Impairment of related party investments

Impairment of other receivable from related parties:

- Related party D

Loss on disposal of related party investment

- Related party B

Loss on disposal of related party investment

Impairment of other receivable from a related party

- Related party H

Impairment of other receivable from related parties

party A is under common control of Mr.

Impairment of other receivable from a related party

Related party A is under the common control of Mr.

Loke, Che Chan Gilbert, the Company’s CFO and a major shareholder.

party B represents companies where the Company owns a respective percentage ranging from 1% to 18% interests in those companies.

party C is controlled by a director of some wholly owned subsidiaries of the Company.

party D represents companies that we have determined that we can significantly influence based on our common business relationships.

party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder

Related party B represents companies where 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 that we can significantly influence based on our common business relationships.

Related party E represents companies whose CEO is

a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder of the Company.

Related party F represents a family member or members

Related party G is under common control of Mr.

Chong Kuang, the Company’s CEO and a major shareholder.

Related party H represents a company in which we currently

have an approximate 48 % equity-method investment.

On December 31, 2023, the Company determined the amount due from related party H of

$ 60,000 was impaired and recorded an impairment of other 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 recorded an impairment of other investments of $ 368,265 .

Related party I, is controlled by a family member

Related party J represents a

non-controlling interest in the Company’s subsidiary that owns its real estate held for sale.

The amount due to related party

J is unsecured, bears no interest, is payable on demand, and is 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 its shares in the subsidiary on April 15, 2024.

Related party K represents shareholders and directors

of the Company.

party F represents a family member or members of Mr.

Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder.

party G is under common control of Mr.

Lee Chong Kuang, the Company’s CEO and a major shareholder.

party H represents a company in which we currently have an approximate 48 % equity-method investment.

On December 31, 2023, the Company

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

the year ended December 31, 2023.

During 2018, the Company acquired approximately 49 % of related party H for total consideration of $ 368,265 .

On December 31, 2018, the Company determined that its investments in related party H was impaired and recorded an impairment of other

investments of $ 368,265 .

party I is controlled by a family member of Mr.

Lee Chong Kung, the Company’s CEO, and a major shareholder.

party J represents the noncontrolling interest in the Company’s subsidiary that owns its real estate held for sale.

due to related party J are unsecured, bear no interest, are payable on demand, and related to the initial acquisition of the real estate

held for sale.

party K represents shareholders and directors of the Company.

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

third parties on behalf of our shareholders or directors.

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

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

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

bearing, and are due on demand.

14 - SEGMENT INFORMATION

280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organization structure as well as information about services categories, business segments and major customers

in financial statements.

Company has two reportable segments that are based on the following business units:

service business and real estate business.

In accordance

with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as

the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance

for the entire Company.

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;

Due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or

On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on

behalf of the Company.

The amounts due from or due to related party K are non-interest bearing and are due on demand.

NOTE 16 - 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 two reportable business segments:

business – provision of corporate advisory and business solution services

estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia

Company had no inter-segment sales for the years presented.

Summarized financial information concerning the Company’s reportable

segments is shown as below:

By Categories

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

Real estate business

Service business

For the year ended December 31, 2023

Real estate business

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

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 (2023:

two reportable

segments - service business and real estate business).

Service business

Cost of revenues

Reversal of impairment of investment

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of other receivable

Impairment of investments

( 4,982,000 )

The changes in the performance results between 2024

and 2023 by reportable segment / business unit are as follows:

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

Year ended December 31,

Revenues from external customers

Revenues from related parties

( 1,061,241 )

Net income (loss)

Capital expenditures for long-lived assets

Real estate business

Service business

For the year ended December 31, 2022

Real estate business

Service business

Cost of revenues

General and administrative expenses

( 3,526,825 )

Reversal of write-off notes receivable

Depreciation and amortization

Impairment of goodwill

Impairment of other receivable

Impairment of investments

( 4,348,414 )

Loss from operations

$ ( 790,042 )

Net income (loss)

$ ( 1,503,783 )

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

As of and for the years ended December 31,

Investments in equity-method investees

( 2,262,757 )

Capital expenditures for long-lived assets

By Geography*

Expenditures for additions to long-lived assets

Digital business

The changes in the performance results between 2024

and 2023 by reportable segment / business unit are as follows:

Year ended December 31,

Revenues from external customers

Revenues from related parties

Cost of revenues

General and administrative expenses

Loss from operations

$ ( 184,239 )

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

As of and for the years ended December 31,

Investments in equity-method investees

Expenditures for additions to long-lived assets

Real estate business

The changes in the performance results between 2024 and 2023 by reportable

segment / business unit are as follows:

Year ended December 31,

Revenues from external customers

Revenues from related parties

Cost of revenues

General and administrative expenses

Income from operations

The changes in equity-method investments, total assets,

and capital expenditures for long-lives assets between 2024 and 2023 by reportable segment / business unit are as follows:

As of and for the years ended December 31,

Investments in equity-method investees

Expenditures for additions to long-lived assets

(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, 2024 by region is as follows:

For the year ended December 31, 2024

Revenues from external customers

Revenues from related parties

Cost of revenues

Reversal of impairment of investment *

Reversal of write-off notes receivable *

Advertising and marketing expenses

Audit, legal and other professional fees

Consulting fees

Depreciation and amortization

Impairment of other receivable *

Impairment of investments *

Directors’ salaries and compensation

Staff costs including salaries and allowances, pensions, and other benefits

( 1,618,143 )

IT and computer expenses

Other general and administrative expenses

(Loss) income from operations

$ ( 856,118 )

Net income (loss) *

Total assets *

Capital expenditures for long-lived assets *

$ ( 411,303 )

$ ( 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:

As of and for the year ended December 31, 2024

Investments in equity-method investments

Expenditures for additions to long-lived assets

The distribution of revenues and significant expenses

for the year ended December 31, 2023, by region is as follows:

For the year ended December 31, 2023

Revenues from external customers

Revenues from related parties

Cost of revenues

( 1,023,503 )

Reversal of write-off notes receivable *

Advertising and marketing expenses

Audit, legal and other professional fees

Consulting fees

Depreciation and amortization

Impairment of goodwill *

Impairment of other receivable *

Impairment of investments *

Directors’ salaries and compensation

Staff costs including salaries and allowances, pensions, and other benefits

( 1,524,984 )

IT and computer expenses

Other general and administrative expenses

(Loss) income from operations

$ ( 929,320 )

Net income (loss) *

$ ( 610,344 )

$ ( 1,503,178 )

Total assets *

Capital expenditures for long-lived assets *

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

The distribution

of investments in equity-method investees and total assets as of December 31, 2023, and expenditures for long-lived assets for the year

ended December 31, 2023, respectively by region is as follows :

As of and for the year ended December 31, 2023

Investments in equity-method investments

Expenditures for additions to long-lived assets

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

What changed 10-K

Item 9A. Controls and Procedures