Greenpro Capital Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, and have concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted assessments of the Company’s internal control over financial reporting as of December 31, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of December 31, 2024, the Company’s internal controls over financial reporting were effective. Changes in Internal Control over Financial Reporting There were no other changes in our internal control over financial reporting during the year ended December 31, 2024, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some people, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ITEM 9B. OTHER INFORMATION None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. We have not been identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on our financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. 69 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table sets forth certain information about our directors and executive officers as of the date of this Annual Report. Name Age Positions and Offices Lee, Chong Kuang 51 President, Chief Executive Officer, Director Loke, Che Chan Gilbert 70 Chief Financial Officer, Secretary, Treasurer, Chairman of the Board Sheth, Prabodh Kumar Kantilal H 62 Director Chuchottaworn, Srirat (1) 56 Director Han, Mean Kwong (1)(2)(3) 69 Director Chew, Chee Wah (1)(2)(3) 60 Director Wong, Christopher Yu Nien (1)(2)(3) 50 Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Lee, Chong Kuang , age 51, has served as our Chief Executive Officer, President, and Director since July 19, 2013. During the period from July 19, 2013, to June 5, 2019, he served as Chairman of the Board. From 2003 until January 2015, Mr. Lee served as a director of Asia UBS Global Ltd, a Hong Kong company, which he founded in 2003. He served as director, Chief Financial Officer and Treasurer of Odenza Corp. from February 4, 2013, to April 29, 2016. He also served as the Chief Financial Officer and director of Moxian Corporation from October 2012 until December 2014. Mr. Lee served as director of Greenpro Talents Ltd. from November 16, 2015, to June 6, 2017. Mr. Lee has served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. From 1997 to 2000, Mr. Lee worked at K. Y. Ho & Co., Chartered Accountants. He began his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 where he remained until 1997. As a qualified member of the ACCA and Malaysia Institute of Accountants, Mr. Lee earned his professional qualification from the Hong Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, and corporate structuring planning with a special focus on cross-border client nature, in addition to his accounting software businesses. Mr. Lee established the Cross-Border Business Association (CBBA) – an NGO (Non-Government Organization) established under the Hong Kong Society Act - to provide information and professional advice on Cross Border Business for its investment members. For the Cross-Border Investment, especially in the mining resources companies which have been growing fast since 2011, Mr. Lee continues to support his clients by using cloud platforms to strengthen its clientele using technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes. Mr. Lee brings to the board of directors his business leadership, corporate strategy and accounting and financial expertise. Loke, Che Chan Gilbert , age 70, has served as our Chief Financial Officer, Treasurer and Director since inception on July 19, 2013. Effective from June 6, 2019, he serves as Chairman of the Board. Mr. Loke has extensive knowledge of accounting and has been an accountant for more than 35 years. He was trained and qualified with UHY (formerly known as Hacker Young), Chartered Accountants, one of the large accounting firms based in London, England between 1981 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listings has prompted him to specialize in corporate advisory, risk management and internal controls serving small to medium-sized enterprises. From September 1999 until June 2013, Mr. Loke served as an adjunct lecturer in ACCA P3 Business Analysis at HKU SPACE (HKU School of Professional and Continuing Education), which is an extension of the University of Hong Kong and provides professional and continuing education. Mr. Loke worked as an independent, non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange from January 2008 to July 2008 and as Chief Financial Officer for Asia Properties Inc. from May 31, 2011, to March 28, 2012, and Sino Bioenergy Inc., with both companies listed on the OTC Markets in the US, from 2011 to 2012. Mr. Loke has served as the Chief Executive Officer and a director of Greenpro Resources Corporation since October 16, 2012. He also served as the Chief Executive Officer and a director of Moxian Corporation from October 2012 until December 2014. Mr. Loke served as an independent director of Odenza Corp. from February 2013 to May 2015. He has also served as the Chief Financial Officer, Secretary, Treasurer, and director of CGN Nanotech, Inc. from September 4, 2014, to September 28, 2016. Mr. Loke served as director of Greenpro Talents Ltd. from November 16, 2015, to June 6, 2017. Mr. Loke has served as director of GC Investment Management Limited, which is the investment manager of Greenpro Asia Strategic SPC, since April 6, 2016. Mr. Loke earned his degree of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as a Chartered Secretary, FPAM - Malaysia as a Certified Financial Planner, ATIHK as a tax adviser in Hong Kong and CWM Institute as a Chartered Wealth Manager in Hong Kong. Mr. Loke brings to the board of directors accounting and financial expertise, and business leadership. 70 Sheth, Prabodh Kumar Kantilal H , age 62, joined us as an Independent Director of the Company on March 1, 2024. On May 31, 2024, the Board re-designated Mr. Sheth from an Independent Director to a Non-executive Director and Mr. Sheth resigned from his positions as chairman of the Board’s Audit Committee and Compensation Committee and member of the Nominating and Corporate Governance Committee effective June 1, 2024. Mr. Sheth has over 30 years of experience in accounting, auditing, business advisory, computer risk management, IT, and executive management. He started his career at Arthur Andersen & Co., an American accounting firm from December 1986 to August 1996 as senior manager serving in its Los Angeles office and Kuala Lumpur office for 6 years and 4 years, respectively. During his tenure there, Mr. Sheth’s key roles were to provide audit and assurance services for both public and private companies and to build up a computer risk management division. From August 1996 to June 2008, Mr. Sheth served as executive director as well as investor of Com-Line Systems Sdn. Bhd., a 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. Since May 2016, Mr. Sheth has served as Chief Executive Officer and director of ICEE International Sdn. Bhd., a Malaysia company specializing in energy savings and provides an autonomous climate-tech solution for chiller optimization. Since May 2022, he has served as Chief Operating Officer of Cognitive Digital Sdn. Bhd., a Malaysia company providing technical and advisory support for the clients in their digital transformation projects and planning for optimizing allocation of resources. Mr. Sheth earned a Bachelor of Science degree in accounting from Illinois State University in 1986. Mr. Sheth brings to the board of directors his significant senior executive leadership experience, as well as relevant experience in auditing and assurance, risk management, information technology and product development. Chuchottaworn, Srirat, age 56, joined us as an Independent Director on October 18, 2015. Ms. Chuchottaworn has more than 20 years in the IT and consulting business. In 1997, she became an SAP consultant for finance and controlling (FI/CO) and held a certificate of FI/CO. In 2004, she founded I AM Group and has been the group director since then. She is an experienced project manager and holds multiple SAP certifications. She earned a bachelor’s degree in engineering from the King Monkut’s Institute of Technology Ladkrabang and a Master of Science in Information Technology from Chulalongkorn University. Ms. Chuchottaworn brings to the Board her business leadership and experience and familiarity with conducting business in Thailand. Han, Mean Kwong , age 69, joined us as an Independent Director of the Company on March 1, 2024. Mr. Han is a Chartered Accountant with the Chartered Accountants Australia and New Zealand and the Malaysian Institute of Accountants. Mr. Han has 50 years of experience in accounting, auditing, taxation, consulting, and training. He started his career at Yuen Tang & Co., a Malaysian CPA firm from March 1974 to June 1976 as an articled clerk and subsequently moved to another Malaysian CPA firm, Larry Seow & Co. as an audit and tax assistant from July 1976 to September 1979. From October 1979 to August 1981, he served as assistant accountant of UMW (Malaya) Sdn. Bhd., a heavy equipment distributer in Malaysia. From September 1981 to March 1983, he served as accountant of Tampoi Oil Products Sdn. Bhd., a palm oil refinery in Malaysia. From February 1990 to March 1992, he served as financial controller at San Hin Welding & Construction Sdn. Bhd., a construction company in Brunei. He served as principal of a CPA firm in Malaysia, C T Lim & Co. from January 1998 to December 2002. Mr. Han established his own consulting company, Serba Management Services Sdn. Bhd. in Malaysia, providing management consulting and company secretarial services from April 1983 to December 1997. Since January 2003, he established another consulting company, Arrow Training Sdn. Bhd. in Malaysia, principally providing training, finance, and human resources services. He has also provided corporate advisory and training services on a freelance basis since April 2013. Mr. Han earned a bachelor’s degree of commerce in accounting from Nelson Marlborough Institute of Technology in New Zealand in 1996. Mr. Han brings to the board of directors his extensive experience in accounting, auditing, taxation, consulting, and training. 71 Chew, Chee Wah , age 60, joined us as an Independent Director of the Company on June 1, 2024. Mr. Chew is a fellow member of the Association of Taxation and Management Accountants (ATMA), Australia. Mr. Chew has over 30 years of experience in corporate management, advisory and restructuring. He started his career at Crestline Corporation Sdn. Bhd., a Malaysian company providing general contracting, computer equipment and printing services, as one of the co-founders and a director from January to October in 1985 and subsequently founded another Malaysian company, Unique Computer House Sdn. Bhd., specializing in computer hardware and software selling, as a major shareholder and director from October 1985 to December 1990. From July 1993 to September 2008, Mr. Chew served as an advisor in both public and private entities including the role of personal advisor to the managing director in Shougang Concord Grand (Group) Limited (0730.HK), a company listed on the Main Board (the “Main Board”) of the Stock Exchange of Hong Kong Limited (the “SEHK”) for the year of 1993 and Shenzhen International Holdings Limited (0152.HK), a red chip company listed on the Main Board of the SEHK for the years of 1993 to 1995, respectively. During 2003 to 2004, Mr. Chew served as China advisor of the University of Wales, UK and Binary University College, Malaysia, respectively, principally responsible for recruiting overseas students from China for the universities. From March 2006 to September 2008, he was appointed by another Main Board company, Uni-Bio Science Group Limited (0690.HK) as group general manager and subsequently promoted to become group advisor in 2007. From December 2011 to April 2014, he served as corporate finance advisory manager of Deloitte & Touche Financial Advisory Services Limited (“Deloitte”). During his tenure at Deloitte, he principally worked in Shenzhen, China and provided advisory services to both corporate and private clients on mergers and acquisitions (M&A) or securities listing projects. Since November 2014, Mr. Chew has served as a director of various companies listed on the Main Board or the Growth Enterprise Market (the “GEM”) of the SEHK. From November 2014 to May 2015, Mr. Chew was appointed as a non-executive director and chairman of the board of directors (the “BOD”) by a Main Board company, Golden Shield Holdings (Industrial) Limited (2123.HK), primarily responsible for overseeing the company’s restructuring exercise and legal proceedings. From May 2014 to April 2016, he was appointed as an executive director and chairman of the BOD of hmvod Limited (formerly known as, “Tai Shing International (Holdings) Limited”), a company listed on the GEM of the SEHK (8103.HK). From March 2017 to November 2022, he was appointed as an executive director of another Main Board company, Natural Dairy (NZ) Holdings Limited (0462.HK) and primarily responsible for restructuring of the company. From July 2021 to May 2022, Mr. Chew served Solomon Financial Press Limited, a subsidiary of the GEM company, Jisheng Group Holdings Limited (8133.HK) as Chief Operating Officer for the period of July 2021 to February 2022 and subsequently transferred to be Chief Investment Officer. From October 2023 to June 2024, Mr. Chew served as an independent and non-executive director of Imperial Pacific International Holding Limited (1076.HK), a company listed on the Main Board of the SEHK. Mr. Chew earned a Doctor of Philosophy (PhD) degree in business administration from Nueva Ecija University of Science and Technology (NEUST) in the Republic of the Philippines in 2013. Mr. Chew brings to the Board his extensive experience in mergers and acquisitions, corporate management, advisory and restructuring. Wong, Christopher Yu Nien , age 50, joined us as an Independent Director of the Company on June 1, 2024. Mr. Wong is a Chartered Member (Chartered MCSI) of the Chartered Institute of Securities & Investment (CISI), United Kingdom (UK) and is a registered Trust and Estate Practitioner (TEP) of the Society of Trust and Estate Practitioners (STEP). Mr. Wong was conferred the Knight Companion of The Most Esteemed Order of the Crown of Pahang, Darjah Indera Mahkota Pahang (DIMP) for his rendering meritorious service to the State of Pahang in Malaysia and carries the title Dato’. From 1999 to 2002, Mr. Wong worked in Hong Kong as a registered foreign lawyer in the global capital markets practice group in a global law firm, Allen & Overy. In 2001, he was called to the English Bar as a barrister-at-law with The Honourable Society of Lincoln’s Inn. For the next decade from 2002 to 2011, he worked as transaction and execution counsel in a global European financial institution, Deutsche Bank AG (Deutsche Bank) and served as a director of one of Deutsche Bank’s branch companies in Hong Kong, DB Trustees (Hong Kong) Limited. From 2011 to 2020, he moved to The Bank of New York Mellon (BNY Mellon), a global US trust and custody bank, initially served as managing director and associate general counsel responsible for the bank’s issuer and collateral support legal teams in Asia Pacific and subsequently was promoted to become Asia Pacific head of relationship management for the bank’s corporate trust business in the Asia Pacific region. He also served as a director of one of BNP Mellon’s branch companies in Hong Kong, BNY Mellon Trustee Company (Hong Kong) Limited. From 2020 to 2021, Mr. Wong served as general counsel in Claritas HealthTech Pte. Ltd., an emerging Artificial Intelligence (AI) Healthtech startup company in Singapore. From 2021 to 2023, he served as Head of Capital Markets North Asia of Intertrust Group, a European corporate service firm as the founder of its capital markets and corporate trust business in North Asia based in Hong Kong, building a new client base and servicing platform from ground-up, covering client segments such as investment banks, sovereign agencies, regulatory technology (RegTech) companies and financial technology (FinTech) companies. Mr. Wong founded FYDUS Group, a fiduciary and professional solution provider in Asia and the Middle East and has served as Chief Commercial Officer since 2023. Mr. Wong was admitted as an Advocate and Solicitor of the High Court of Malaya in December 2021. He has been a partner of a legal firm in Kuala Lumpur, Malaysia Chow Kok Leong & Co. with a focus on cross-border banking, trust, and capital markets transactions since early 2024. Currently, Mr. Wong serves on the board of Bauhinia ILBS 1 Limited, the first Hong Kong public listed company sponsored by a Hong Kong government agency to issue the first Hong Kong-listed asset-backed securities based on infrastructure project loans. Mr. Wong was awarded a Bachelor of Laws (LLB) degree from the University of Leicester, UK in July 1997. Mr. Wong brings to the board of directors his extensive knowledge and experience in cross-border banking, trust, and capital markets. 72 Family Relationships There are no family relationships between any of our directors or executive officers. Involvement in Certain Legal Proceedings No director or executive officer is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. No director or executive officer has been involved in the last ten years in any of the following: ● Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Board of Directors All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board of directors shall hold meetings on at least a quarterly basis. As a Nasdaq-listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a smaller reporting company, under the NASDAQ rules we are required to maintain a board of directors comprised of 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. Director Independence The board of directors has reviewed the independence of our directors, applying the NASDAQ independence standards. Based on this review, the board of directors determined that each of Ms. Chuchottaworn, Srirat, Mr. Han, Mean Kwong, Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien are independent within the meaning of the NASDAQ rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable NASDAQ rules, our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management. 73 Board Committees Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters are available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Board Leadership Structure and Role in Risk Oversight Mr. Loke, Che Chan Gilbert holds the positions of Chief Financial Officer and Chairman of the board of the Company. The Board believes that Mr. Loke’s services as both Chief Financial Officer and chairman of the board is in the best interest of the Company and its shareholders. Mr. Loke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees, and customers. The board has not designated a lead director. Given the limited number of directors comprising the board, the independent directors call and plan their executive sessions collaboratively and, between meetings of the board, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance the performance of their responsibilities as directors. Management is responsible for assessing and managing risk, subject to oversight by the board of directors. The board oversees our risk management policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees of the board assist the board in this oversight responsibility in their respective areas of expertise. ● The Audit Committee assists the board with the oversight of our financial reporting, independent auditors, and internal controls. It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks, and implementing anti-fraud measures. The Audit Committee further discusses Greenpro’s policies with respect to risk assessment, risk management and financial reporting. ● The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks. ● The Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives. Audit Committee Our Audit Committee was established on March 23, 2016, and is currently comprised of all our independent directors: Mr. Han, Mean Kwong (chairman), Ms. Chuchottaworn, Srirat, Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien. Mr. Han is Chair of the Audit Committee, and he qualifies as the Audit Committee’s financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the board to meet the independence requirements of NASDAQ, and Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Company’s website contains a copy of the Audit Committee Charter. The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Oversee the Company’s accounting and financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. ● Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; ● Meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; ● Be directly responsible for the appointment, compensation, retention, and oversight of the work of any independent registered public accounting firm engaged in preparing or issue an audit report for the Company; ● Take, or recommend that the board take appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and ● Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors, or management. 74 Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs; ● administering incentive and equity-based compensation; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors. Our Compensation Committee was established on March 17, 2017, and currently consists of Mr. Chew, Chee Wah (Chairman), Mr. Han, Mean Kwong and Mr. Wong, Christopher Yu Nien. Mr. Chew serves as chairman of the Compensation Committee. Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee will be responsible for, among other matters: ● selecting or recommending selection candidates for directorships; ● evaluating the independence of directors and director nominees; ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management. Our Corporate Governance and Nominating Committee was established on March 17, 2017, and currently consists of Mr. Han, Mean Kwong (chairman), Mr. Chew, Chee Wah and Mr. Wong, Christopher Yu Nien. Mr. Han serves as chairman of the Corporate Governance and Nominating Committee. Material Changes to the Procedures by Which Security Holders May Recommend Nominees to the Board We do not currently have a procedure by which security holders may recommend nominees to the Board. Director Qualifications The board of directors is responsible for overseeing the Company’s business consistent with their fiduciary duty to the stockholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. There are general requirements for service on the board that are applicable to directors, and there are other skills and experience that should be represented on the board, but not necessarily by each director. The board considers the qualifications of director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs. In its assessment of each potential candidate, including those recommended by the stockholders, the board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in the light of the current needs of the board. The board also takes the ability of each potential candidate into account, such as to evaluate the time and effort necessary to fulfill his or her responsibilities to the Company, business experiences and specialized skills of each candidate. Diversity of background including diversity of race, ethnicity, international background, gender and age, may be considered by the Nominating and Corporate Governance Committee when evaluating candidates for Board membership. Code of Business Conduct and Ethics Our board of directors has adopted a code of ethics that applies to all our directors, officers, and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations, and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The code of ethics is available on the Company’s website “greenprocapital.com”. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act requires our directors and executive officers, and people who own more than 10% of our Common Stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our directors, executive officers and 10% stockholders, were met during the year ended December 31, 2024. 75 ITEM 11. EXECUTIVE COMPENSATION Set forth below is information regarding the compensation paid during the years ended December 31, 2024, and 2023 to our Principal Executive Officer and Principal Financial Officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report. Name and Principal Position Year Salary ($) Other Compensation ($) Total ($) Lee, Chong Kuang 2024 299,000 26,000 325,000 Chief Executive Officer and President 2023 299,000 26,000 325,000 Loke, Che Chan Gilbert 2024 299,000 26,000 325,000 Chief Financial Officer, Secretary and Treasurer 2023 299,000 26,000 325,000 Employment Agreements Each of Mr. Loke, Che Chan Gilbert, our Chief Financial Officer, Secretary, Treasurer and Director, and Mr. Lee, Chong Kuang, our Chief Executive Officer and Director, signed an employment agreement on July 28, 2020. The employment agreement came into effect on September 1, 2020, and would expire on August 31, 2023. The terms of the agreement were the same as those of the previous employment agreements. Under the terms of the agreements, each of Messrs. Loke and Lee was entitled to receive a monthly salary of $13,000 and a monthly housing allowance of $2,000, plus one month’s additional salary and housing allowance by the end of each year. All of these were payable in the equivalent amount of Hong Kong Dollars. All variances were mainly due to fluctuation in currency exchange. On January 28, 2021, each of Messrs. Loke and Lee signed a revised employment agreement. The terms of the revised employment agreements, except the monthly salary was increased to $23,000 effective January 1, 2021, are the same as that of the 2020 employment agreements. On August 31, 2023, each of Messrs. Loke and Lee signed a new employment agreement. The employment agreement came into effect on September 1, 2023, and would expire on August 31, 2026. The terms of the agreement were the same as those of the previous employment agreements. Messrs. Loke and Lee are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf. The employment agreements also contain normal and customary terms relating to confidentiality, indemnification, non-solicitation, and ownership of intellectual property. Outstanding Equity Awards at Fiscal Year-End None. Director Compensation During the fiscal year ended December 31, 2024, we provided monthly compensation to our independent directors as follows: Ms. Chuchottaworn, Srirat of $1,000, Mr. Louis, Ramesh Ruben of $1,700 (resigned on April 30, 2024), Mr. Bringuier, Christophe Philippe Roland of $1,000 (resigned on May 31, 2024), Mr. Han, Mean Kwong of $1,250 (appointed on March 1, 2024), Mr. Sheth, Prabodh Kumar Kantilal H. of $1,700 (appointed on March 1, 2024 and re-designated to a Non-executive Director on May 31, 2024), Mr. Chew, Chee Wah of $1,000 (appointed on June 1, 2024) and Mr. Wong, Christopher Yu Nien of $1,000 (appointed on June 1, 2024). During the fiscal year ended December 31, 2023, we provided monthly compensation to our independent directors as follows: Ms. Chuchottaworn of $1,000, Mr. Louis of $1,700, Mr. Glendening of $1,250 and Mr. Bringuier of $1,000. We currently have no plan for compensating our executive directors for their services in their capacity as directors, although we may choose to issue stock options or provide cash compensation to such people from time to time in the future. However, we are compensating the independent directors who serve on the board. These independent directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Compensation Committee Interlocks and Insider Participation We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of April 9, 2025, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially five (5) percent or more of our outstanding Common Stock or series of Common Stock (“Principal Shareholders”); (ii) each director; (iii) each named executive officer; and (iv) all our directors and executive officers as a group, and their percentage ownership and voting power (“Directors and Executive Officers”). The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrants, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. 76 The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such a person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown. The calculations in the table below are based on 7,575,813 shares of our Common Stock, issued and outstanding as of April 9, 2025. Name of Beneficial Owner Number of Shares Beneficially Owned (2) Percentage of Shares Beneficially Owned (2) Directors and Executive Officers (1) Lee, Chong Kuang (3) Chief Executive Officer, President and Director 1,739,034 22.96 % Loke, Che Chan Gilbert (4) Chief Financial Officer, Secretary, Treasurer and Director 1,405,084 18.55 % Sheth, Prabodh Kumar Kantilal H Independent Director - - Chuchottaworn, Srirat Independent Director 122,250 1.61 % Han, Mean Kwong Independent Director - - Chew, Chee Wah Independent Director 3,632 * % Wong, Christopher Yu Nien Independent Director 1,396 * % Yap, Pei Ling (3)(5) Officer 165,915 2.19 % Chen, Yanhong (6) Officer 2,640 * % All directors and officers as a group (9 persons named above) 3,439,951 45.41 % Principal Shareholders - - Other owners of the Company 4,135,862 54.59 % Total 7,575,813 100.00 % * Less than 1% of our total issued and outstanding Common Stock as of April 9, 2025. (1) Except as otherwise set forth below, the business address of our directors and executive officers is B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia. (2) Based on 7,575,813 shares of Common Stock outstanding as of 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 and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of 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 the percentage ownership of any other person. (3) Comprising 1,739,034 shares of our Common Stock held by Mr. Lee, Chong Kuang and 165,915 shares of our Common Stock held by his spouse, Ms. Yap, Pei Ling, a director of two of our subsidiaries. In the aggregate of the shares held by Mr. Lee and Ms. Yap, 1,904,949 shares or 25.15% of the total issued and outstanding shares of Common Stock as of April 9, 2025. (4) Comprising 1,065,084 shares of our Common Stock held by Mr. Loke, Che Chan Gilbert, 200,000 shares of our Common Stock held by Mr. Loke’s son, Loke Sebastian Mun Foo and 140,000 shares of our Common Stock held by Mr. Loke’s another son, Loke Mun Hang Conrad, respectively. Mr. Loke and his sons collectively hold 1,405,084 shares or 18.55% of the total issued and outstanding shares of Common Stock as of April 9, 2025. (5) Ms. Yap, Pei Ling, spouse of Mr. Lee, Chong Kuang, is a shareholder of the Company and a director of two of our subsidiaries, Asia UBS Global Limited (Belize) and Asia UBS Global Limited (Hong Kong), respectively. (6) Ms. Chen, Yanhong, is a shareholder of the Company and a director of our subsidiaries, Greenpro Management Consultancy Limited, Shenzhen Falcon Financial Consulting Limited, Falcon Corporate Services Limited, Falcon Accounting & Secretaries Limited and Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), respectively. 77 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE Related Party Transactions Except as set forth below, we have not been a party to any transaction since January 1, 2017, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he/she is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee. Transactions with certain companies, of which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of their company shares and companies that we have determined that we can significantly influence based on our common business relationships. For the years ended December 31, 2024, and 2023, related party service revenue totaled $364,336 and $1,425,577, respectively. During 2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and 7% of the service revenue for the year ended December 31, 2024, respectively. During 2023, related party service revenue principally includes the service revenue generated from Angkasa-X Holdings Corp. (“Angkasa-X”) of $354,116, catTHIS Holdings Corp. (“catTHIS”) of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech. Corp. of $191,218 and Hypercube Inc. of $140,000, in aggregate representing approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023, respectively. For the year ended December 31, 2024, digital revenue from related parties totaled $21,000. During 2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee Chong Kuang (“Mr. Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024. For the years ended December 31, 2024, and 2023, cost of service revenue to related parties was $10,934 and $23,280, respectively. During 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”), Mr. Loke’s spouse and Jimmy is Mr. Loke’s brother. During 2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp. (“SEATech”) of $23,280. For the years ended December 31, 2024, and 2023, related party G&A expenses totaled $149,817 and $122,880, respectively. During 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. Bhd. (“BISB”) of $13,814 and Mr. Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $80,714, a Malaysian company jointly owned by Mr. Lee and Mr. Loke. During 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. 78 For the years ended December 31, 2024, and 2023, related party other income was $47,635 and $47,609, respectively. During 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. During 2023, the related party other income includes other income generated from Acorn of $8,862, GTL of $5,747 and SEATech of $33,000. For the year ended December 31, 2024, related party interest income was $5,073. During 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. For the year ended December 31, 2024, the gain on disposal of related party investments was $324,917. During 2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation (“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320, respectively. Impairment of related party investments was $87,425 and $4,982,000 for the years ended December 31, 2024, and 2023, respectively. During 2024, impairment of related party investments includes impairment from the investment of New Business Media Sdn. Bhd. (“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 2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn. Bhd. (“APSB”) of $736,000 and First Bullion Holdings Inc. of $246,000, respectively. Loss on disposal of a related party investment, REBLOOD Biotech Corp. was $100 for the year ended December 31, 2024. Impairment of other receivables from a related party, Greenpro KSP Holding Group Company Limited was $60,000 for the year ended December 31, 2023. A reversal of impairment of related party investment, Innovest Energy Fund $6,882,000 for the year ended December 31, 2023. 79 As of December 31, 2024, the net accounts receivable from a related party, was due from Mr. Loke of $41. Amounts due from related parties were $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. As 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. As 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 of $336,636. Deferred 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. As of December 31, 2024, deferred costs of revenue to related party were $11,250 and 7,500 associated with Jimmy and FML, respectively. As of December 31, 2023, deferred revenue from related parties includes APSB of $15,800, REBLOOD of $60,000 and Celmonze of $81,700, respectively. As of December 31, 2024, and 2023, other investments in related parties were $12,073 and $100,106, respectively. As of December 31, 2024, related party investments mainly include investment in GTL of $11,981. As of December 31, 2023, related party investments mainly include investments in NBMSB of $82,000 and GTL of $11,981, respectively. Our 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 the common control of Mr. Loke, Che Chan Gilbert or Mr. Lee, Chong Kuang, executive officers and directors of the Company. All these related party transactions are generally transacted on an arm’s-length basis at the current market value in the normal course of business (see Note 15). 80 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees and Services The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current principal accountants. ACCOUNTING FEES AND SERVICES 2024 2023 Audit fees $ 165,000 $ 165,000 Audit-related fees - - Tax fees - - All other fees - - Total $ 165,000 $ 165,000 The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation. The category of “Tax services” includes tax compliance, tax advice, tax planning. The category of “All other fees” generally includes advisory services related to accounting rules and regulations. The policies and procedures contained in the Audit Committee Charter provide that the Committee must pre-approve the audit services, audit-related services and non-audit services provided by the independent auditors and the provision for such services by JP Centurion & Partners PLT (2024: $165,000 and 2023: $165,000) was compatible with the maintenance of the firm’s independence in the conduct of its audits. Pre-approval Policies and Procedures Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. Our Audit Committee has adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99.2. 81 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENHEDULES (F) (a) Financial Statements The following are filed as part of this Annual Report: Financial Statements The following financial statements of Greenpro Capital Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Annual Report: Page AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-2 – F-3 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-7 Notes to Consolidated Financial Statements F-8 – F-43 (b) Exhibits Exhibit No. Description 3.1 # Articles of Incorporation, as amended (17) 3.2 # Bylaws, as amended (2) 3.3 # Certificate of Change to the Articles of Incorporation (30) 4.1 # Form of Common Stock Certificate (2) 4.2 # Description of the Registrant’s Common Stock (17) 10.1 # Letter of offer of Malaysia Office- One City D-07-06 (3) 10.2 # Letter of offer of Malaysia Office- One City D-07-07 (3) 10.3 # Exclusive Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network Limited (4) 10.4 # Loan Agreement, dated June 13, 2016, by and among Greenpro Holding Limited and Loke Che Chan Gilbert, Lee Chong Kuang (4) 10.5 # Share Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.6 # Power of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (4) 10.7 # Power of Attorney of Lee Chong Kuang dated June 13, 2016 (4) 10.8 # Exclusive Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (4) 10.9 # Sale and Purchase Agreement, dated as of April 25, 2017, between Greenpro Capital Corp. and Mr. Yiu Yau Wing and Mr. Chui Sang Derek (5) 10.10 # Asset Purchase Agreement, dated as of April 27, 2017, between Greenpro Resources Limited and Gushen Credit Limited (6) 10.11 # Employment Contract dated July 28, 2017, by and between the Company and Loke Che Chan Gilbert (7) 10.12 # Employment Contract dated July 28, 2017, by and between the Company and Lee Chong Kuang (7) 10.13 # Independent Director Agreement, dated October 18, 2015, by and between the Company and Chuchottaworn Srirat (7) 10.14 # Independent Director Agreement, dated March 14, 2016, by and between the Company and Shum Albert (7) 10.15 # Independent Director Agreement, dated March 14, 2016, by and between the Company and Hee Chee Keong (7) 10.16 # Placement Agency Agreement, dated May 31, 2018 (11) 10.17 # Subscription Agreement and Supplemental Agreement dated as of July 18, 2018 (12) 10.18 # Form of Loan Agreement dated July 17, 2018 between the Company and Shenzhen Rong Jin Jia Cheng Investment Limited (13) 10.19 # Independent Director Agreement, dated May 8, 2019, by and between the Company and Louis Ramesh Ruben (14) 10.20 # Independent Director Agreement, dated October 1, 2019, by and between the Company and Brent Lewis Glendening (15) 10.21 # Independent Director Agreement, dated October 16, 2019, by and between the Company and Christophe Philippe Roland Bringuier (16) 10.22 # Purchase and Sale Agreement of Millennium Sapphire dated May 27, 2020 between the Company and Daniel McKinney (18) (19) 19.23 # Purchase and Sale Agreement dated June 29, 2020 between the Company and Millennium Fine Art Inc. (26) 10.24 # Form of Acquisition Agreement of Ata Plus Sdn. Bhd. dated July 8, 2020 (26) 10.25 # Subscription Agreement dated August 30, 2020 between Greenpro Venture Capital Limited and Global Leaders Corporation (26) 10.26 # Subscription Agreement dated October 9, 2020 between the Company and Seah Kok Wah (20) 10.27 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and FirstFire Global Opportunities Fund, LLC (19) 10.28 # Form of Convertible Note issued to FirstFire Global Opportunities Fund, LLC dated October 13, 2020 (19) 10.29 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Granite Global Value Investments Ltd. (19) 10.30 # Form of Convertible Note issued to Granite Global Value Investments Ltd. dated October 13, 2020 (19) 10.31 # Form of Securities Purchase Agreement dated October 13, 2020 between the Company and Streeterville Capital, LLC (19) 82 10.32 # Form of Convertible Note issued to Streeterville Capital, LLC dated October 13, 2020 (19) 10.33 # Stock Purchase and Option Agreement of First Bullion Holdings Inc. dated October 19, 2020. (21) 10.34 # Acquisition Agreement dated November 1, 2020 between the Company, Ms. Lee Yuet Lye and Mr. Chia Min Kiat (22) 10.35 # Subscription Agreement dated December 16, 2020 between the Company and Wong Wai Hing Lena (26) 10.36 # Subscription Agreement dated December 21, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26) 10.37 # Subscription Agreement dated December 22, 2020 between Greenpro Venture Capital Limited and Adventure Air Race Company Limited (26) 10.38 # Subscription Agreement dated December 29, 2020 between Greenpro Venture Capital Limited and Pentaip Technology Inc. (26) 10.39 # Form of Subscription Agreement between Greenpro Resources Limited and Innovest Energy Fund dated February 11, 2021. (23) 10.40 # Form of Amendment to Convertible Promissory Note dated February 21, 2021 between the Company and Streeterville Capital, LLC (24) 10.41 # Form of Additional 8% Acquisition of First Bullion Holdings Inc. dated February 17, 2021 (25) 10.42 # Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Loke Che Chan Gilbert (29) 10.43 # Revised Employment Contract dated January 28, 2021, by and between Greenpro Holding Limited and Lee Chong Kuang (29) 10.44 # Subscription Agreement dated February 3, 2021 between Greenpro Venture Capital Limited and Angkasa-X Holdings Corp. (29) 10.45 # Subscription Agreement dated February 19, 2021 between Greenpro Venture Capital Limited and Simson Wellness Tech. Corp. (29) 10.46 # Form of Acquisition Agreement between the Company and Mr. Lee Chong Kuang dated May 18, 2021 (27) 10.47 # Form of Share Exchange Agreement between the Company, Greenpro Capital Village Sdn. Bhd. (GCVSB) and the holders of preference shares of GCVSB dated June 1, 2021 (28) 10.48 # Subscription Agreement dated June 2, 2021 between Greenpro Venture Capital Limited and Jocom Holdings Corp. (29) 10.49 # Subscription Agreement dated July 13, 2021 between Greenpro Venture Capital Limited and 72 Technology Group Limited (29) 10.50 # Subscription Agreement dated July 30, 2021 between Greenpro Venture Capital Limited and Ata Global Inc.(29) 10.51 # Subscription Agreement dated August 27, 2021 between Greenpro Venture Capital Limited and catTHIS Holdings Corp. (29) 10.52 # Subscription Agreement dated September 27, 2021 between Greenpro Venture Capital Limited and Fruita Bio Limited (29) 10.53 # Consulting Agreement dated October 1, 2021 between the Company and Dennis Burns (29) 10.54 # Subscription Agreement dated February 21, 2022 between Greenpro Venture Capital Limited and ACT Wealth Holdings Corp. (31) 10.55 # Subscription Agreement dated April 1, 2022 between Greenpro Venture Capital Limited and REBLOOD Biotech Corp. (31) 10.56 # Subscription Agreement dated June 9, 2022 between Greenpro Venture Capital Limited and Best2bid Technology Corp. (31) 10.57 # Consulting Agreement dated October 1, 2022 between the Company and Dennis Burns (31) 10.58 # Subscription Agreement dated February 8, 2023, between Greenpro Venture Capital Limited and Celmonze Wellness Corporation (33) 10.59 # Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Loke Che Chan Gilbert (33) 10.60 # Employment Contract dated August 31, 2023, by and between Greenpro Holding Limited and Lee Chong Kuang (33) 10.61 # Consulting Agreement dated October 1, 2023, between the Company and Dennis Burns (33) 83 10.62 # Independent Director Agreement, dated March 1, 2024, by and between the Company and Sheth Prabodh Kumar Kantilal H (32) 10.63 # Independent Director Agreement, dated March 1, 2024, by and between the Company and Han Mean Kwong (32) 10.64 # Independent Director Agreement, dated June 1, 2024, by and between the Company and Chew Chee Wah (34) 10.65 # Independent Director Agreement, dated June 1, 2024, by and between the Company and Wong Christopher Yu Nien (34) 10.66 * Labuan Financial Services Authority Letter dated April 28, 2022, for Approval of Establishment of Digital Platform by Greenpro-X Corp.* 10.67 * Shariah Pronouncement dated September 20, 2024, for Green-X DAX Platform by Green-X Corp.* 10.68 * Stock Purchase Agreement dated August 8, 2024, between Greenpro Venture Capital Limited and Seah Kok Wah* 10.69 * Consulting Agreement dated October 1, 2024, between the Company and Dennis Burns* 14.1 # Code of Ethics (17) 19.1 * Insider Trading Policy* 21.1 # List of Subsidiaries (17) 31.1 * Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 * Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* 32.1 * Section 1350 Certification of principal executive officer* 32.2 * Section 1350 Certification of principal financial officer and principal accounting officer* 97.1 # Policy for Recovery of Erroneously Awarded Compensation (33) 99.1 # Charter of the Audit Committee (17) 99.2 # Audit Committee Pre-Approval Procedures (17) 99.3 # Charter of the Compensation Committee (17) 99.4 # Charter of the Corporate Governance and Nominating Committee (17) * Filed herewith # Previous Filed: 84 (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. 85 (17) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020. (18) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020. (19) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020. (20) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2020. (21) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020. (22) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2020. (23) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021. (24) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2021. (25) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021. (26) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021, and Amendment No. 1 to Form 10-K filed with the SEC on April 12, 2021. (27) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021. (28) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2021. (29) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022, and Amendment No. 1 to Form 10-K filed with the SEC on July 18, 2022. (30) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2022. (31) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. (32) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2024. (33) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. (34) Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2024. ITEM 16. FORM 10-K SUMMARY None. 86 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Greenpro Capital Corp. Date: April 9, 2025 By: /s/ Lee Chong Kuang Lee Chong Kuang Chief Executive Officer, President, and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following people in the capacities and on the dates indicated. Signatures Title Date /s/ Lee Chong Kuang Chief Executive Officer, President and Director April 9, 2025 Lee Chong Kuang (Principal Executive Officer) /s/ Loke Che Chan Gilbert Chief Financial Officer, Secretary, Treasurer and Director April 9, 2025 Loke Che Chan Gilbert (Principal Financial and Accounting Officer) /s/ Sheth Prabodh Kumar Kantilal H Director April 9, 2025 Sheth Prabodh Kumar Kantilal H /s/ Chuchottaworn Srirat Director April 9, 2025 Chuchottaworn Srirat /s/ Han Mean Kwong Director April 9, 2025 Han Mean Kwong /s/ Chew Chee Wah Director April 9, 2025 Chew Chee Wah /s/ Wong Christopher Yu Nien Director April 9, 2025 Wong Christopher Yu Nien 87 GREENPRO CAPITAL CORP. Consolidated Financial Statements For the Years Ended December 31, 2024, and 2023 (With Report of Independent Registered Public Accounting Firm) GREENPRO CAPITAL CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723) F-2 – F-3 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-7 Notes to Consolidated Financial Statements F-8 – F-42 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Greenpro Capital Corp. B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenpro Capital Corp. and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Entity’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, for the years ended December 31, 2024, the Company incurred a negative cash flow from operating activities of $1,360,454 and as of December 31, 2024, the Company incurred an accumulated deficit of $37,264,379. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation, Presentation and Disclosure of Digital Assets As disclosed in Note 4 to the financial statements, the Company holds digital assets, consist of various type of cryptocurrency assets, which require management to assess their valuation, presentation and disclosure in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The presentation of the digital assets within the financial statements is determined based on the nature of the assets, the rights and obligations conveyed by the digital asset type, how they are held, and their intended use. These digital assets are classified under ASC350, Intangibles – Goodwill and Other, initially recorded at cost, subject to annual impairment testing. The determination of fair value is challenging due to the volatile nature of cryptocurrency markets and the absence of centralized valuation standards. We identified the valuation, presentation and disclosure of the digital assets as a critical audit matter due to the complexity and subjectivity involved in (i) determining the appropriate accounting classification, considering whether the assets meet the definition of cash equivalents, financial instruments, inventory or intangible assets; and (ii) assessing the valuation of digital assets in the absence of observable market prices at specific reporting dates. Given the significant judgment required by management to apply relevant accounting guidance and the inherent volatility of cryptocurrency prices, auditing this area required a high degree of auditor judgment and extensive audit effort. As of December 31, 2024, the Company has recorded digital assets of USD192,398, which are significant in values to the financial statements of the Company. Our audit procedure in this area included the following, among others: a) Reviewed management’s assessment of the appropriate classification of digital assets under ASC 350 (Intangibles – Goodwill and Other); b) Assessed whether management considered alternative classification, such as cash equivalents, financial instruments, inventory and documented their rationale; c) Evaluated the Company’s accounting policies for digital assets for compliance with U.S. GAAP; d) Obtained understanding and inspected the platform integration and transaction processing mechanisms; e) Assessed the effective system of internal control over financial reporting through the review of SOC reports; f) Inspected transactions receipts to verify the recognition of digital assets. g) Performed wallet reconciliation of transactions movement to match the financial records; h) Reviewed management’s process for determining fair value, including sources used (e.g., market exchanges, pricing services); i) Tested the fair value calculation by independently verifying cryptocurrency prices from multiple exchanges on the reporting date; j) Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date; k) Evaluated how management considers price volatility in assessing impairment and assessed whether the Company considers market conditions at the reporting date; l) Considered the adequacy of the disclosures in the financial statements. JP CENTURION & PARTNERS PLT (PCAOB: 6723 ) We have served as the Company’s auditor since 2021. Kuala Lumpur, Malaysia April 9, 2025 F- 3 GREENPRO CAPITAL CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024, AND 2023 (Expressed in U.S. Dollars) December 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents (including $ 77,239 and $ 166,481 of time deposits as of December 31, 2024, and 2023, respectively) $ 1,124,818 $ 2,223,197 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) 94,521 44,938 Prepaids and other current assets 450,458 627,315 Digital assets 192,398 - Due from related parties 954,184 750,860 Deferred costs of revenue (including $ 18,750 to related parties as of December 31, 2024) 38,382 16,291 Total current assets 2,854,761 3,662,601 Property and equipment, net 2,226,888 2,413,538 Real estate investments: Real estate held for sale 980,402 1,659,207 Real estate held for investment, net 352,854 598,748 Intangible assets, net 709 1,181 Goodwill 6,035 82,561 Other investments (including $ 12,073 and $ 100,106 of related party investments as of December 31, 2024, and 2023, respectively) 12,073 100,106 Operating lease right-of-use assets, net 19,929 114,551 Finance lease right-of-use asset, net 20,272 25,527 TOTAL ASSETS $ 6,473,923 $ 8,658,020 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 975,208 $ 724,796 Due to related parties 57,497 389,274 Income tax payable - 292 Operating lease liabilities, current portion 19,929 94,726 Finance lease liabilities, current portion 3,766 3,426 Deferred revenue (including $ 157,500 from related party as of December 31, 2023) 213,000 1,075,404 Total current liabilities 1,269,400 2,287,918 Operating lease liabilities, non-current portion - 19,825 Finance lease liabilities, non-current portion 10,235 13,638 Total liabilities 1,279,635 2,321,381 Commitments and contingencies - - Stockholders’ equity: Preferred stock, $ 0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding - - Common Stock, $ 0.0001 par value; 500,000,000 shares authorized; 7,575,813 shares issued and outstanding as of December 31, 2024, and 2023, respectively 7,576 7,576 Additional paid in capital 42,749,831 42,897,029 Accumulated other comprehensive loss ( 336,115 ) ( 310,169 ) Accumulated deficit ( 37,264,379 ) ( 36,549,095 ) Total Greenpro Capital Corp. stockholders’ equity 5,156,913 6,045,341 Noncontrolling interests in consolidated subsidiaries 37,375 291,298 Total stockholders’ equity 5,194,288 6,336,639 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,473,923 $ 8,658,020 See accompanying notes. F- 4 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023 (Expressed in U.S. Dollars) Year ended December 31, 2024 2023 REVENUES: 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) $ 3,091,903 $ 3,379,596 Digital revenue (including $ 21,000 of digital revenue from related parties for the year ended December 31, 2024) 327,802 - Rental revenue 76,700 98,068 Total revenues 3,496,405 3,477,664 COST OF REVENUES: 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) ( 355,120 ) ( 534,965 ) Cost of digital revenue ( 48,495 ) - Cost of rental revenue ( 22,825 ) ( 36,613 ) Total cost of revenues ( 426,440 ) ( 571,578 ) GROSS PROFIT 3,069,965 2,906,086 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 ) ( 4,409,264 ) LOSS FROM OPERATIONS ( 969,278 ) ( 1,503,178 ) 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) 53,334 79,033 Interest income (including $ 5,073 of interest income from related party for the year ended December 31, 2024) 19,161 41,401 Gain on disposal of real estate held for investment 21,634 - Gain on disposal of investments (including $ 324,917 of related party investments for the year ended December 31, 2024) 324,917 - Reversal of impairment of other investment (including $ 6,882,000 of related party investment for the year ended December 31, 2023) - 6,882,000 Reversal of write-off notes receivable - 600,000 Fair value gain of derivative liabilities associated with warrants - 1 Interest expense ( 1,070 ) ( 729 ) 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) ( 87,425 ) ( 4,982,000 ) Impairment of goodwill ( 82,561 ) - Loss on disposal of investment (including $ 100 of related party investment for the year ended December 31, 2024) ( 100 ) - Impairment of other receivable (including $ 60,000 from related party for the year ended December 31, 2023) - ( 60,000 ) Total other income 247,890 2,559,706 (LOSS) INCOME BEFORE INCOME TAX ( 721,388 ) 1,056,528 Income tax expense ( 4,439 ) ( 6,829 ) NET (LOSS) INCOME ( 725,827 ) 1,049,699 Net loss attributable to noncontrolling interests 10,543 23,886 NET (LOSS) INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. ( 715,284 ) 1,073,585 Other comprehensive loss: - Foreign currency translation loss ( 25,946 ) ( 85,278 ) COMPREHENSIVE (LOSS) INCOME $ ( 741,230 ) $ 988,307 NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED $ ( 0.09 ) $ 0.14 WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 7,575,813 7,688,416 See accompanying notes. F- 5 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023 (Expressed in U.S. Dollars) of Shares Amount Capital Loss Deficit Interests Equity Accumulated Common Stock (1) Additional Other Non- Total Number Paid-in Comprehensive Accumulated Controlling Stockholders’ of Shares Amount Capital Loss Deficit Interests Equity Balance as of December 31, 2022 7,875,813 $ 7,876 $ 50,102,729 $ ( 224,891 ) $ ( 37,622,680 ) $ 315,184 $ 12,578,218 Cancellation of shares resulting from termination of investment ( 300,000 ) ( 300 ) ( 7,205,700 ) - - - ( 7,206,000 ) Foreign currency translation - - - ( 85,278 ) - - ( 85,278 ) Net income (loss) for the year - - - - 1,073,585 ( 23,886 ) 1,049,699 Balance as of December 31, 2023 7,575,813 $ 7,576 $ 42,897,029 $ ( 310,169 ) $ ( 36,549,095 ) $ 291,298 $ 6,336,639 Balance 7,575,813 $ 7,576 $ 42,897,029 $ ( 310,169 ) $ ( 36,549,095 ) $ 291,298 $ 6,336,639 Acquisition of noncontrolling interest’s shares in a subsidiary - - ( 147,198 ) - - ( 243,380 ) ( 390,578 ) Foreign currency translation - - - ( 25,946 ) - - ( 25,946 ) Net loss for the year - - - - ( 715,284 ) ( 10,543 ) ( 725,827 ) Net income (loss) for the year - - - - ( 715,284 ) ( 10,543 ) ( 725,827 ) Balance as of December 31, 2024 7,575,813 $ 7,576 $ 42,749,831 $ ( 336,115 ) $ ( 37,264,379 ) $ 37,375 $ 5,194,288 Balance 7,575,813 $ 7,576 $ 42,749,831 $ ( 336,115 ) $ ( 37,264,379 ) $ 37,375 $ 5,194,288 See accompanying notes. F- 6 GREENPRO CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023 (Expressed in U.S. Dollars) Year ended December 31, 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 725,827 ) $ 1,049,699 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation 144,822 144,088 Amortization of intangible assets 476 718 Amortization of operating lease right-of-use assets 94,807 89,695 Amortization of finance lease right-of-use asset 5,816 3,387 Provision for credit losses 90,223 584,919 Impairment of other investments - related parties 87,425 4,982,000 Impairment of goodwill 82,561 - Loss on disposal of other investment 100 - Gain on disposal of other investments ( 324,917 ) - Gain on disposal of real estate held for investment ( 21,634 ) - Impairment of other receivable - related party - 60,000 Reversal of impairment of other investment - related party - ( 6,882,000 ) Reversal of write-off notes receivable - ( 600,000 ) Gain on disposal of property and equipment - ( 153 ) Fair value gain of derivative liabilities associated with warrants - ( 1 ) Changes in operating assets and liabilities: Accounts receivable ( 49,583 ) ( 460,323 ) Prepaids and other current assets 176,857 165,368 Digital assets ( 192,398 ) - Deferred costs of revenue ( 22,091 ) 152,314 Accounts payable and accrued liabilities 250,412 ( 34,113 ) Income tax payable ( 292 ) ( 566 ) Operating lease liabilities ( 94,807 ) ( 90,910 ) Deferred revenue ( 862,404 ) ( 758,840 ) Net cash used in operating activities ( 1,360,454 ) ( 1,594,718 ) Cash flows from investing activities: Proceeds from disposal of other investments 322,820 500 Proceeds from real estate held for sale 15,632 - Proceeds from real estate held for investment 267,985 - Proceeds from sale of property and equipment - 370 Purchase of other investments ( 92 ) ( 500 ) Purchase of property and equipment ( 5,068 ) ( 85,069 ) Initial payment of finance lease right-of-use asset - ( 9,941 ) Net cash provided by (used in) investing activities 601,277 ( 94,640 ) Cash flows from financing activities: Principal payment of finance lease liabilities ( 3,447 ) ( 1,902 ) Advances to related parties ( 205,321 ) ( 604,066 ) Collection of notes receivable - 600,000 Net cash used in financing activities ( 208,768 ) ( 5,968 ) Effect of exchange rate changes on cash and cash equivalents ( 130,434 ) 6,988 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 1,098,379 ) ( 1,688,338 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,223,197 3,911,535 CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,124,818 $ 2,223,197 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income tax $ 1,692 $ 7,374 Cash paid for interest $ 1,070 $ 729 SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities $ - $ 18,957 Distribution of real estate held for sale to a non-controlling interest for acquisition of noncontrolling interest’s shares in a subsidiary and settlement of noncontrolling interest’s loan $ 678,085 $ - See accompanying notes. F- 7 GREENPRO CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023 (Expressed in U.S. Dollars) NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Greenpro Inc. (the “Company”) was incorporated on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro Capital Corp. The Company currently provides a wide range of business consulting and corporate advisory services including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. As part of our business consulting and corporate advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”) provides a business incubator for start-up and high-growth companies during their critical growth period and focuses on investments in select start-up and high-growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the sale of real estate properties held for sale. Our focus is on companies located in Southeast Asia and East Asia including Hong Kong, the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore. Going concern The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 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 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. F- 8 Credit losses The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables. To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate, mainly in the pharmaceuticals industry. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the pharmaceuticals industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on 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. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected on December 31, 2024, and 2023: SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES As of and for the years ended, 2024 2023 Balance at beginning of year $ 610,599 $ 25,677 Charged of operating expenses 90,223 584,919 Write-off of accounts receivable ( 557,622 ) - Recovery of accounts receivable ( 39,000 ) - Adjustments for credit losses ( 101,317 ) 3 Balance at end of year $ 2,883 $ 610,599 F- 9 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. The Company does not have a corporate account on these platforms. SCHEDULE OF CASH AND CASH EQUIVALENTS 2024 2023 As of December 31, 2024 2023 Cash and cash equivalents Denominated in United States Dollar $ 184,156 $ 573,431 Denominated in Hong Kong Dollar 338,772 1,175,384 Denominated in Chinese Renminbi 521,168 434,698 Denominated in Malaysian Ringgit 80,294 39,552 Denominated in Singapore Dollar 428 5 Denominated in Great British Pound - 127 Cash and cash equivalents $ 1,124,818 $ 2,223,197 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   2024 2023 As of December 31,   2024 2023 Accounts receivable, gross $ 97,404 $ 655,537 Less: Allowance for credit losses ( 2,883 ) ( 610,599 ) Accounts receivable, net $ 94,521 $ 44,938 F- 10 Digital assets In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic – however, these statements are not binding or definitive guidance. Several enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets. The SEC has characterized several crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions. The SEC has stated more recently that a crypto asset itself is not a security, but there 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: ● Bitcoin : The first peer-to-peer electronic cash system of global, decentralized, scarce, digital money was initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto. ● Blockchain: A cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus protocol for confirming new blocks to be added to the blockchain. ● Crypto : A broad term for any cryptography-based market, system, application, or decentralized network. ● Crypto asset or token : Any digital asset built using blockchain technology, including cryptocurrencies, stablecoins, and security tokens. F- 11 ● Cryptocurrency : Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category of crypto assets is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens. ● Crypto economy : A new open financial system built upon crypto. ● Ethereum : A decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,” the native crypto assets on the Ethereum network. ● Security token : A crypto asset that is a security under the U.S. federal securities laws. This includes digital forms of traditional equity or fixed income securities, or may be assets deemed to be a security based on their characterization as an investment contract or note. ● Smart contract : Software that digitally facilitates or enforces a rules-based agreement or terms between transacting parties. ● Stablecoin : Crypto assets are designed to minimize price volatility. Stablecoin is designed to track the price of an underlying asset, such as fiat money or an exchange-traded commodity (such as precious metals or industrial metals), while the other stablecoins utilize algorithms that are designed to maintain a relatively stable price of the asset. Stablecoins can be backed by fiat money, physical commodities or other crypto assets. Crypto assets held for operations We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately. We have established policies and practices to evaluate each crypto asset we consider for listing, delisting, or for custody. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents (see Note 4). The 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 until sold. Effective January 1, 2025, the Company will adopt Accounting Standards Update (ASU) 2023-08, Intangibles — Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This update requires the Company subsequently to remeasure its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations. The Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurements , based on quoted (unadjusted) prices on the exchange market. The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more likely than not that any of the assets are impaired. 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). F- 12 Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Categories Estimated useful life Office leasehold 27 years Furniture and fixtures 3 - 10 years Office equipment 3 - 10 years Leasehold improvement Over the shorter of estimated useful life or term of lease Office leasehold includes property and equipment representing three adjoining office units used by the Company located in a commercial building in Shenzhen, China. The office leasehold is subject to a land lease with a term of 27 years and is being depreciated over the remaining lease term. Expenditure on maintenance and repairs are expensed 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 fair value. 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. 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 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 Categories Estimated useful life Office leasehold 50 years Furniture and fixtures 3 - 10 years Office equipment 3 - 10 years Leasehold improvement Shorter of the estimated useful life or term of lease Office leasehold includes real estate held for investment representing two office units owned by the Company located in one commercial building in Kuala Lumpur, Malaysia. Depreciation for this office leasehold in Kuala Lumpur, Malaysia, classified as cost of rental, was $ 15,590 and $ 25,125 for the years ended December 31, 2024, and 2023, respectively (see Note 7). 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 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, 2024, and 2023, the Company determined there were no indicators of impairment of its real estate held for investment (see Note 7). F- 13 Intangible assets, net Amortizable identifiable intangible assets are stated at cost less accumulated amortization and represent certain trademarks registered in USA, Hong Kong, China, and Singapore. Amortization is calculated on the straight-line basis over the following estimated useful lives: SCHEDULE OF INTANGIBLE ASSETS ESTIMATED LIFE Categories Estimated useful life Trademarks 10 years Amortization expense was $ 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 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. F- 14 Investments Investments in equity securities The Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The Company measures investments in equity securities without a readily determinable fair value using an alternative measurement that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses. On December 31, 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 $ nil value (see Note 8). Leases The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all 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 date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See Note 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). F- 15 Income taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the 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 Note 14). 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. Any gains or losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within equity. Translation of amounts from each foreign currency of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN CURRENCIES TRANSLATION 2024 2023 As of and for the years ended December 31, 2024 2023 Period-end MYR : US$1 exchange rate 4.47 4.59 Period-average MYR : US$1 exchange rate 4.56 4.57 Period-end RMB : US$1 exchange rate 7.30 7.10 Period-average RMB : US$1 exchange rate 7.19 7.08 Period-end HK$ : US$1 exchange rate 7.77 7.81 Period-average HK$ : US$1 exchange rate 7.80 7.83 Exchange rate 7.80 7.83 Comprehensive income or loss Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions or other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income or loss consists of cumulative foreign currency translation adjustments. F- 16 Fair value of financial instruments The Company follows the guidance of the ASC 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the input used in measuring fair value as follows: ● Level 1 : Observable inputs such as quoted prices in active markets; ● Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions The Company believes the carrying amount reported in the balance 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, 2024 2023 Fair value at beginning of year $ - $ 1 Fair value gain of derivative liability associated with warrants - ( 1 ) Fair value at end of year $ - $ - 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$, but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when in translation to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to a substantial market risk. Risks and uncertainties Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the Southeast Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak. F- 17 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. 2023-08. 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. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. 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 Date. 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. F- 18 NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS Revenues The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), revenue from 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 is probable. For service contracts where the performance obligation has not been completed, deferred costs of revenue are recorded as incurred and deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and when needed may record a liability if a determination is made that costs will exceed revenue. For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“non-listing services”), upon our completion of such services, representing our performance obligations are satisfied, and hence, the relevant revenue is recognized. For contracts in which we act as an agent, the Company reports revenue net of expenses paid. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. Revenue from 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. We recognize 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 tenants. The tenants pay in accordance with the terms in the lease agreements and the Company recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying assets. Revenue from trading of real estate properties The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of real estate properties are considered a sale of a non-financial asset. 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 sold. F- 19 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 costs. Selling and advertising costs are expensed as incurred. The following tables provide information about disaggregated revenue based on revenue by business line and revenue by geographic area: SCHEDULE OF DISAGGREGATED REVENUE 2024 2023 For the years ended December 31, 2024 2023 Revenue by business line: Corporate advisory – non-listing services $ 1,429,860 $ 1,440,818 Corporate advisory – listing services 1,662,043 1,938,778 Provision of a digital platform and trading of digital assets 327,802 - Rental of real estate properties 76,700 98,068 Total revenue $ 3,496,405 $ 3,477,664 2024 2023 For the years ended December 31, 2024 2023 Revenue by geographic area: Hong Kong $ 1,831,208 $ 2,178,761 Malaysia 655,725 336,539 China 1,009,472 962,364 Total revenue $ 3,496,405 $ 3,477,664 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 2024 2023 As of December 31, 2024 2023 Current assets Deferred costs of revenue $ 38,382 $ 16,291 Current liabilities Deferred revenue $ 213,000 $ 1,075,404 Changes in deferred revenue during 2024 and 2023 are as follows: SCHEDULE OF CHANGES IN DEFERRED REVENUE 2024 2023 As of and for the years ended December 31, 2024 2023 Deferred revenue, beginning of year $ 1,075,404 $ 1,834,244 New contract liabilities 799,639 1,179,938 Performance obligations satisfied ( 1,662,043 ) ( 1,938,778 ) Deferred revenue, end of year $ 213,000 $ 1,075,404 F- 20 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 . The Company 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 Cash $ 1,101 Goodwill 6,035 Fair value of current liabilities ( 7,036 ) Purchase price $ 100 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 2024 2023 For the years ended December 31, 2024 2023 (Unaudited) (Unaudited) Revenue $ 3,496,405 $ 3,477,664 Loss from operations ( 969,573 ) ( 1,505,306 ) Net (loss) income ( 726,122 ) 1,047,571 Net (loss) income per share $ ( 0.09 ) $ 0.14 F- 21 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. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately. During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. As of December 31, 2024, the details of digital assets we held are as follows: SCHEDULE OF DIGITAL ASSETS Ticker Symbol Digital Assets Number of Tokens (1) Value per Token (1) Total Value (2) 2UT Brighsun 2UT 2,127.949 $ 4.451 $ 9,471 BCH Bitcoin Cash 0.022 234.360 5 BTC Bitcoin 0.004 85,045.455 318 ETH Ethereum 0.815 3,285.56 2,677 USDT Tether 179,933.792 1.000 179,885 XRP Ripple 82.017 0.513 42 $ 192,398 (1) Number of tokens and value per token were displayed up to 3 decimal places, respectively. (2) Total value was rounded to the nearest dollar. 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 2024 2023 As of December 31, 2024 2023 Property and equipment Office leasehold $ 3,008,413 $ 3,008,413 Furniture and fixtures 52,058 52,058 Office equipment 142,864 62,148 Leasehold improvement 92,566 92,566 Property and equipment, gross beginning 3,295,901 3,215,185 Changes during the year: Add: Additions 5,068 85,069 Less: Disposal - ( 4,353 ) Property and equipment, gross ending 3,300,969 3,295,901 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 882,363 ) (701,618 ) Depreciation for the year ( 129,232 ) (118,963 ) Disposal or write-off - 4,136 Effect of changes in exchange rate ( 62,486 ) (65,918 ) Accumulated depreciation, end of year ( 1,074,081 ) (882,363 ) Property and equipment, net $ 2,226,888 $ 2,413,538 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. 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. 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. F- 22 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 “Property”). 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 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 2024 2023 As of December 31, 2024 2023 Real estate held for investment Office leasehold $ 780,518 $ 780,518 Furniture and fixtures 51,721 51,721 Office equipment 16,534 16,534 Leasehold improvement 70,906 70,906 Real estate held for investment, 919,679 919,679 Changes during the year: Less: Disposal ( 364,258 ) - Real estate held for investment, gross 555,421 919,679 Less: Accumulated depreciation Accumulated depreciation, beginning of year ( 320,931 ) ( 269,456 ) Depreciation for the year ( 15,590 ) ( 25,125 ) Disposal 118,344 - Effect of changes in exchange rate 15,610 ( 26,350 ) Accumulated depreciation, end of year ( 202,567 ) ( 320,931 ) Real estate held for investment, net $ 352,854 $ 598,748 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. F- 23 NOTE 8 - OTHER INVESTMENTS SCHEDULE OF OTHER INVESTMENTS As of December 31, 2024 2023 Investment in equity securities without readily determinable fair values of affiliates: (1) Greenpro Trust Limited (a related party)  $ 11,981 $ 11,981 (2) Other related parties 92 88,125 Total $ 12,073 $ 100,106 Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. The Company believes all the invested equity securities are without readily determinable values even certain of the equity securities are listed in the over-the-counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market. For the year ended December 31, 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. 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 As of December 31, 2024 2023 Original cost Balance, beginning of year $ 8,331,964 $ 15,537,964 Additions during the year 92 500 Disposals, terminations, or forfeitures during the year ( 700 ) ( 7,206,500 ) Disposal of impaired investment during the year ( 217 ) - Balance, end of year 8,331,139 8,331,964 Accumulated impairment Balance, beginning of year ( 8,231,858 ) ( 10,131,858 ) Impairment during the year ( 87,425 ) ( 4,982,000 ) Reversal of impairment during the year - 6,882,000 Disposal of impaired investment during the year 217 - Balance, end of year ( 8,319,066 ) ( 8,231,858 ) Net carrying values of equity securities without readily determinable fair values $ 12,073 $ 100,106 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 or $ 0.0001 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. In December 2024, REBLOOD Biotech Corp. (“REBLOOD”) 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. F- 24 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. Seah”). Pursuant to the agreement, Mr. Seah agreed to sell his 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) to GVCL for approximately $ 92 or $ 0.0001 per share. SEATech is a Nevada corporation and principally provides mentoring and incubation services to clients. The investment was recognized at a cost of $ 92 under other investments. In addition to the acquisition in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during 2018, GVCL in aggregate holds 3,203,357 shares of common stock of SEATech as of December 31, 2024. As of December 31, 2024, the Company recorded the investment in SEATech at a historical cost of $ 92 under other investments. Disposal or termination of other investments during 2024 (a) Disposal Agape ATP Corporation On April 14, 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. As of 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. On January 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 . Since October 10, 2023, Agape’s common stock has been uplisted from OTC to The Nasdaq Stock Market LLC (“NASDAQ”). On December 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 . On 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 . F- 25 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 for $ 500 . 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. Chen”). 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 . (b) Termination REBLOOD Biotech Corp. On April 1, 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 shares of common stock of REBLOOD at a price of $ 100 or $ 0.0001 per share. 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 . F- 26 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 of GLC. 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, 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. Bhd. 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 Sdn. 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. Lee and Mr. 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 or $ 15.96 per share. 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. Therefore, 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. Hence, 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’ deficit. As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31, 2024. F- 27 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. On July 30, 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 or $ 0.0001 per share. 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. F- 28 NOTE 9 - INTANGIBLE ASSETS AND GOODWILL Intangible assets, net SCHEDULE OF INTANGIBLE ASSETS 2024 2023 As of December 31, 2024 2023 Intangible assets Trademarks $ 7,253 $ 7,253 Customer lists 344,500 344,500 Insurance agency license 129,032 129,032 Total intangible assets, gross 480,785 480,785 Less: Accumulated amortization Accumulated amortization, beginning of year ( 479,604 ) ( 478,885 ) Amortization during the year ( 476 ) ( 718 ) Effect of changes in exchange rate 4 ( 1 ) Accumulated amortization, end of year ( 480,076 ) ( 479,604 ) Intangible assets, net $ 709 $ 1,181 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. 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, Trademarks 2025 $ 272 2026 242 2027 and thereafter 195 Total $ 709 As of December 31, 2024, the accumulated amortization of intangible assets was $ 480,076 , and the net value of intangible assets was $ 709 . F- 29 Goodwill SCHEDULE OF GOODWILL 2024 2023 As of December 31, 2024 2023 Goodwill Falcon Accounting & Secretaries Limited $ 319,726 $ 319,726 Greenpro Capital Village Sdn. Bhd. 26,082 26,082 Goodwill 345,808 345,808 Changes during the year: Add: Goodwill from Global Business Hub Limited 6,035 - Changes during the year 351,843 345,808 Less: Accumulated impairment Accumulated impairment, beginning of year ( 263,247 ) ( 263,247 ) Impairment during the year ( 82,561 ) - Accumulated impairment, end of year ( 345,808 ) ( 263,247 ) Goodwill, after impairment $ 6,035 $ 82,561 The Company’s goodwill consisted of $ 319,726 from its acquisition of Falcon Secretaries Limited (renamed to Falcon Accounting & Secretaries Limited on February 25, 2020) (“FASL”) in 2015, $ 26,082 from its acquisition of Greenpro Capital Village Sdn. Bhd. (“GCVSB”) in 2021 and $ 6,035 from its acquisition of Global Business Hub Limited (“GBHL”) in 2024, respectively. Collectively, the Company’s goodwill totaled $ 351,843 . 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. As a 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 . F- 30 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of lease costs and supplemental cash flow information related to operating leases and finance leases are as follows: SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION 2024 2023 For the years ended December 31, 2024 2023 Lease costs Operating lease costs: Rental expenses (1) $ 97,667 $ 94,999 Other rental expenses (2) 16,541 19,402 Total operating lease costs 114,208 114,401 Finance lease costs: Interest expenses $ 1,070 $ 729 Total finance lease costs 1,070 729 Total lease costs $ 115,278 $ 115,130 Other information Cash paid for amounts included in the measurement of lease liabilities: Rental payment - operating leases $ 97,667 $ 96,211 Interest repayment - finance leases 1,070 729 Principal repayment - finance leases 3,447 1,902 Total cash paid $ 102,184 $ 98,842 Non-cash activity: Initial recognition of the balance payment of ROU asset by finance lease liabilities $ - $ 18,957 Weighted average remaining lease term (in years): Operating leases 0.20 1.20 Finance leases 3.42 4.42 Weighted average discount rate: Operating leases 4.0 % 4.0 % Finance leases 6.9 % 6.9 % (1) 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. (2) Other rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related to the leases. F- 31 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 2024 2023 As of December 31, 2024 2023 Assets Long-term operating lease ROU assets, net (1) $ 19,929 $ 114,551 Long-term finance lease ROU asset, net (2) 20,272 25,527 Total ROU assets $ 40,201 $ 140,078 Liabilities Current portion of operating lease liabilities $ 19,929 $ 94,726 Current portion of finance lease liabilities 3,766 3,426 Total current lease liabilities 23,695 98,152 Long-term operating lease liabilities - 19,825 Long-term finance lease liabilities 10,235 13,638 Total long-term lease liabilities 10,235 33,463 Total lease liabilities $ 33,930 $ 131,615 (1) Operating 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. (2) Finance lease ROU asset is measured at a cost of $ 28,898 and less accumulated amortization of $ 8,626 and $ 3,371 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 Finance leases Year ending December 31, 2025 20,041 4,609 2026 - 4,609 2027 - 4,609 2028 - 1,918 Total future minimum lease payments 20,041 15,745 Less: Imputed interest/present value discount ( 112 ) ( 1,744 ) Present value of lease liabilities $ 19,929 $ 14,001 Lease obligations Current lease obligations $ 19,929 $ 3,766 Long-term lease obligations - 10,235 Total lease obligations $ 19,929 $ 14,001 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. F- 32 NOTE 11 - DERIVATIVE LIABILITIES SCHEDULE OF DERIVATIVE LIABILITIES As of and for the years ended, 2024 2023 Fair value at beginning of year $ - $ 1 Fair value gain of derivative liability associated with warrants - ( 1 ) Fair value at end of year $ - $ - Warrants 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 in 2023. 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 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 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. F- 33 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, 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. F- 34 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. 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) 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 Shares Weighted Average Exercise Price Balance outstanding as of January 1, 2023 5,356 72 Granted - - Exercised - - Expired ( 5,356 ) ( 72 ) Balance outstanding and exercisable as of December 31, 2023 - $ - Granted - - Exercised - - Expired - - Balance outstanding and exercisable as of December 31, 2024 - - 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 . F- 35 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, 2024 2023 Current: – Local $ - $ - – Foreign: Hong Kong 3,033 - The PRC 1,406 6,829 Malaysia - - Deferred: – Local - - – Foreign - - $ 4,439 $ 6,829 A summary of local (United States) and foreign loss before income taxes was comprised of the following: SCHEDULE OF LOSS BEFORE INCOME TAXES For the years ended December 31, 2024 2023 Tax jurisdictions from: – United States $ ( 669,963 ) $ ( 4,093,463 ) – Foreign, representing: Hong Kong ( 567,434 ) ( 345,251 ) The PRC 902,333 ( 265 ) Malaysia ( 16,044 ) ( 47,494 ) Labuan ( 186,074 ) ( 342,489 ) Other (primarily nontaxable jurisdictions) ( 184,206 ) 5,885,490 (Loss) income before income taxes $ ( 721,388 ) $ 1,056,528 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 2024 2023 For the years ended December 31, 2024 2023 Statutory tax rate 21.0 % 21.0 % Impairment of goodwill, intangible assets, and investments - % - % Change in income tax valuation allowance ( 21.0 )% ( 20.3 )% Effective tax rate 0.0 % 0.7 % 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 2024 2023 As of December 31, 2024 2023 Deferred tax assets Impairment of goodwill, intangible assets, and investments $ 832,000 $ 832,000 Financing costs 974,000 974,000 Operating lease liability 4,000 24,000 Finance lease liability 3,000 4,000 Accounts receivable allowance 1,000 128,000 Net operating loss (NOL) carryforwards: – United States of America 4,919,000 4,778,000 – Hong Kong 632,000 558,000 – The PRC 334,000 559,000 – Malaysia 230,000 226,000 – Labuan 17,000 12,000 Net operating loss (NOL) carryforwards Gross deferred tax assets 7,946,000 8,095,000 Less: valuation allowance ( 7,938,000 ) ( 8,066,000 ) Total deferred tax assets 8,000 29,000 Deferred tax liabilities Change in fair value of derivative liabilities - - Operating lease right-of-use asset 4,000 24,000 Finance lease right-of-use asset 4,000 5,000 Total deferred tax liabilities 8,000 29,000 Net deferred tax asset (liability) $ - $ - F- 36 The Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future. Accordingly, the Company established a valuation allowance of $ 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. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5 % on their assessable income for the tax year. For the years ended December 31, 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 PRC The Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25 %. For the year ended December 31, 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. Malaysia The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24 % on their assessable income for the tax year. For the years ended December 31, 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. Labuan 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. F- 37 NOTE 15 - RELATED PARTY TRANSACTIONS SCHEDULE OF DUE FROM RELATED PARTIES Accounts receivable from related parties: December 31, 2024 December 31, 2023 Accounts receivable, net - 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) 41 - Accounts receivable, net $ 41 $ - Due from related parties: December 31, 2024 December 31, 2023 Due from related parties - Related party B $ 180,207 $ 25,932 - Related party D 772,620 723,889 - Related party G 1,357 1,032 - Related party I - 7 Total $ 954,184 $ 750,860 Due from related parties $ 954,184 $ 750,860 The amounts due from related parties are interest-free, unsecured, and have no fixed terms of repayment. SCHEDULE OF DUE TO RELATED PARTIES Due to related parties: December 31, 2024 December 31, 2023 Due to related parties - Related party A $ 23,218 $ 30,238 - Related party B 11,944 19,906 - Related party E - 844 - Related party J - 336,636 - Related party K 22,335 1,650 Total $ 57,497 $ 389,274 Due to related parties $ 57,497 $ 389,274 The amounts due to related parties are interest-free, unsecured and repayable on demand. SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES Deferred costs of revenue to related parties: December 31, 2024 December 31, 2023 Deferred costs of revenue to related parties - Related party A $ 7,500 $ - - Related party F 11,250 - Total $ 18,750 $ - Deferred cost of revenue to a related party $ 18,750 $ - Deferred revenue from a related party: December 31, 2024 December 31, 2023 Deferred revenue from related party - Related party B $ - $ 157,500 Deferred revenue from related parties $ - $ 157,500 Investments in a related party: December 31, 2024 December 31, 2023 Investments in a related party - Related party B $ 12,073 $ 100,106 Investments in a related party $ 12,073 $ 100,106 F- 38 Income from / expenses to related parties: 2024 2023 For the years ended December 31, Income from / expenses to related parties: 2024 2023 Service revenue from related parties - Related party A $ 6,051 $ 3,647 - Related party B 307,704 1,120,805 - Related party D 26,181 35,358 - Related party E 1,358 258,251 - Related party G 22,991 7,351 - Related party K 51 165 Total $ 364,336 $ 1,425,577 Digital revenue from related parties - Related party B $ 1,000 $ - - Related party K 20,000 - Total $ 21,000 $ - Revenue from related parties $ 21,000 $ - Cost of service revenue to related parties - Related party A $ 7,184 $ - - Related party B - 23,280 - Related party F 3,750 - Total $ 10,934 $ 23,280 Cost of service revenue to related parties $ 10,934 $ 23,280 General and administrative expenses to related parties - Related party A $ 40,293 $ - - Related party B - 24,844 - Related party D 80,714 44,475 - Related party I 13,814 15,762 - Related party K 14,996 37,799 Total $ 149,817 $ 122,880 General and administrative expenses to related parties $ 149,817 $ 122,880 Other income from related parties - Related party B $ 35,740 $ 38,747 - Related party D 11,895 8,862 Total $ 47,635 $ 47,609 Other income from related parties $ 47,635 $ 47,609 Interest income from a related party - Related party B $ 5,073 $ - Interest income from a related party $ 5,073 $ - Gain on disposal of related party investments - Related party B $ 324,917 $ - Gain on disposal of related party investments $ 324,917 $ - Reversal of impairment of related party investment - Related party B $ - $ 6,882,000 Reversal of impairment of related party investment $ - $ 6,882,000 Impairment of related party investments - Related party B $ 87,425 $ 4,982,000 Impairment of related party investments $ 87,425 $ 4,982,000 Loss on disposal of related party investment - Related party B $ 100 $ - Loss on disposal of related party investment $ 100 $ - Impairment of other receivable from a related party - Related party H $ - $ 60,000 Impairment of other receivable from a related party $ - $ 60,000 F- 39 Related party A is under the common control of Mr. Loke, Che Chan Gilbert, the Company’s CFO and a major shareholder. Related party B represents companies where the Company owns a respective percentage ranging from 1% to 18% 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 of Mr. Loke. Related party G is under common control of Mr. Lee, Chong Kuang, the Company’s CEO and a major shareholder. Related party H represents a company in which we currently have an approximate 48 % equity-method investment. On December 31, 2023, the Company determined the amount due from related party H of $ 60,000 was impaired and recorded an impairment of other 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 of Mr. Lee. 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. Due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or directors. On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on behalf of the Company. The amounts due from or due to related party K are non-interest bearing and are due on demand. F- 40 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 three reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Digital business – provision of digital platform and trading of digital assets ● Real estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the years presented. Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories Currently, the Company has three reportable segments that are based on the following business units: service business, digital business and real estate business, respectively (2023: two reportable segments - service business and real estate business). Service business The changes in the performance results between 2024 and 2023 by reportable segment / business unit are as follows: SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION   2024 2023 $ % Year ended December 31, Change   2024 2023 $ % Revenues from external customers $ 2,727,567 $ 1,954,019 773,548 40 % Revenues from related parties 364,336 1,425,577 ( 1,061,241 ) ( 74 %) Cost of revenues ( 355,120 ) ( 534,965 ) 179,845 ( 34 %) General and administrative expenses ( 3,526,825 ) ( 4,348,414 ) 821,589 ( 19 %) Loss from operations $ ( 790,042 ) $ ( 1,503,783 ) 713,741 ( 47 %) 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:   2024 2023 $ % As of and for the years ended December 31, Change   2024 2023 $ % Investments in equity-method investees $ 12,073 $ 100,106 ( 88,033 ) ( 88 %) Total assets $ 4,691,645 $ 6,954,402 ( 2,262,757 ) ( 33 %) Expenditures for additions to long-lived assets $ 668 $ 113,967 ( 113,299 ) ( 99 %) F- 41 Digital business The changes in the performance results between 2024 and 2023 by reportable segment / business unit are as follows:   2024 2023 $ % Year ended December 31, Change   2024 2023 $ % Revenues from external customers $ 306,802 $ - 306,802 - % Revenues from related parties 21,000 - 21,000 - % Cost of revenues ( 48,495 ) - ( 48,495 ) - % General and administrative expenses ( 463,546 ) - ( 463,546 ) - % Loss from operations $ ( 184,239 ) $ - ( 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:   2024 2023 $ % As of and for the years ended December 31, Change   2024 2023 $ % Investments in equity-method investees $ - $ - - - % Total assets $ 784,492 $ - 784,492 - % Expenditures for additions to long-lived assets $ 4,400 $ - 4,400 - % Real estate business The changes in the performance results between 2024 and 2023 by reportable segment / business unit are as follows:   2024 2023 $ % Year ended December 31, Change   2024 2023 $ % Revenues from external customers $ 76,700 $ 98,068 ( 21,368 ) ( 22 %) Revenues from related parties - - - - % Cost of revenues ( 22,825 ) ( 36,613 ) 13,788 ( 38 %) General and administrative expenses ( 48,872 ) ( 60,850 ) 11,978 ( 20 %) Income from operations $ 5,003 $ 605 4,398 727 % 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:   2024 2023 $ % As of and for the years ended December 31, Change   2024 2023 $ % Investments in equity-method investees $ - $ - - - % Total assets $ 997,786 $ 1,703,618 ( 705,832 ) ( 41 %) Expenditures for additions to long-lived assets $ - $ - - - % F- 42 (b) By Geography The Company principally operates in three regions, including Hong Kong, Malaysia and China. The distribution of revenues and significant expenses for the year ended December 31, 2024 by region is as follows: Hong Kong Malaysia China Total For the year ended December 31, 2024 Hong Kong Malaysia China Total Revenues from external customers $ 1,545,997 $ 555,600 $ 1,009,472 $ 3,111,069 Revenues from related parties 285,211 100,125 - 385,336 Cost of revenues ( 98,624 ) ( 212,525 ) ( 115,291 ) ( 426,440 ) Advertising and marketing expenses ( 131,815 ) ( 104,842 ) ( 25,669 ) ( 262,326 ) Audit, legal and other professional fees ( 429,181 ) ( 12,774 ) ( 5,387 ) ( 447,342 ) Consulting fees ( 9,389 ) ( 132,123 ) - ( 141,512 ) Depreciation and amortization ( 101,999 ) ( 39,709 ) ( 104,213 ) ( 245,921 ) Directors’ salaries and compensation ( 720,658 ) - - ( 720,658 ) Staff costs including salaries and allowances, pensions, and other benefits ( 914,918 ) ( 298,635 ) ( 404,590 ) ( 1,618,143 ) IT and computer expenses ( 11,533 ) ( 118,420 ) ( 4,746 ) ( 134,699 ) Other general and administrative expenses ( 269,209 ) ( 148,000 ) ( 51,433 ) ( 468,642 ) (Loss) income from operations $ ( 856,118 ) $ ( 411,303 ) $ 298,143 $ ( 969,278 ) The distribution of investments in equity-method investees and total assets as of December 31, 2024, and expenditures for long-lived assets for the year ended December 31, 2024, respectively by region is as follows: Hong Kong Malaysia China Total As of and for the year ended December 31, 2024 Hong Kong Malaysia China Total Investments in equity-method investments $ 12,073 $ - $ - $ 12,073 Total assets $ 2,692,562 $ 1,385,294 $ 2,396,067 $ 6,473,923 Expenditures for additions to long-lived assets $ - $ 4,400 $ 668 $ 5,068 The distribution of revenues and significant expenses for the year ended December 31, 2023, by region is as follows: Hong Kong Malaysia China Total For the year ended December 31, 2023 Hong Kong Malaysia China Total Revenues from external customers $ 856,162 $ 242,335 $ 953,590 $ 2,052,087 Revenues from related parties 1,322,599 94,204 8,774 1,425,577 Cost of revenues ( 272,758 ) ( 169,245 ) ( 129,575 ) ( 571,578 ) Advertising and marketing expenses ( 142,497 ) ( 24,396 ) ( 22,643 ) ( 189,536 ) Audit, legal and other professional fees ( 473,647 ) ( 12,899 ) ( 11,373 ) ( 497,919 ) Consulting fees ( 6,402 ) ( 154,275 ) ( 3,106 ) ( 163,783 ) Depreciation and amortization ( 97,231 ) ( 34,263 ) ( 106,394 ) ( 237,888 ) Directors’ salaries and compensation ( 702,685 ) - - ( 702,685 ) Staff costs including salaries and allowances, pensions, and other benefits ( 811,997 ) ( 322,043 ) ( 390,944 ) ( 1,524,984 ) IT and computer expenses ( 13,329 ) ( 162,448 ) ( 7,836 ) ( 183,613 ) Other general and administrative expenses ( 587,535 ) ( 67,314 ) ( 254,007 ) ( 908,856 ) (Loss) income from operations $ ( 929,320 ) $ ( 610,344 ) $ 36,486 $ ( 1,503,178 ) 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 : Hong Kong Malaysia China Total As of and for the year ended December 31, 2023 Hong Kong Malaysia China Total Investments in equity-method investments $ 100,106 $ - $ - $ 100,106 Total assets $ 4,499,800 $ 1,534,064 $ 2,624,156 $ 8,658,020 Expenditures for additions to long-lived assets $ 1,549 $ 110,869 $ 1,549 $ 113,967 F- 43