Greenpro Capital Corp.

NOTE 1 –NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Greenpro Inc. (the “Company”) was incorporated on July 19, 2013, in the state of Nevada, and in 2015 changed its name to Greenpro Capital Corp. The Company currently provides a wide range of business consulting and corporate advisory services including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. As part of our business consulting and corporate advisory business segment, our subsidiary, Greenpro Venture Capital Limited (“GVCL”) provides a business incubator for start-up and high-growth companies during their critical growth period and focuses on investments in select start-up and high-growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the sale of real estate properties held for sale. Our focus is on companies located in Southeast Asia and East Asia including Hong Kong, the People’s Republic of China (“PRC”), Malaysia, Thailand, and Singapore.

Going concern

The accompanying consolidated financial statements have been prepared on a going-concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company recorded a net loss of $2,982,333 and net cash used in operations of $1,790,250 and as of December 31, 2025, the Company incurred an accumulated deficit of $40,246,712. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Basis of presentation and principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown to be noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets, including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customers at the business component level, as management determined that the risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on a review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable on December 31, 2025, and 2024 are net of allowances for credit losses of $2,095 and $2,883, respectively. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected on December 31, 2025, and 2024:

Revenue recognition

The Company follows the guidance of Accounting Standards Codification (ASC) 606,Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2).

Cash and cash equivalents

Cash consists of funds on hand and held in bank accounts. Cash equivalents include time deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds.

On December 31, 2025, and 2024, cash was to facilitate payment of expenses in local currencies or to facilitate third-party online payment platforms for which the Company had not set up a corporate account, such as WeChat Pay or Alipay.

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.

Digital assets

In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic – however, these statements are not binding or definitive guidance. Several enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets. The SEC has characterized several crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions. The SEC has stated more recently that a crypto asset itself is not a security, but there are uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities. Several foreign governments have also issued similar warnings cautioning that digital assets may be deemed to be securities or other similarly regulated financial instruments under the laws of their jurisdictions.

Throughout this Annual Report on Form 10-K, we use certain key industry terms and concepts. A glossary to the crypto economy is defined as follows:

●Bitcoin:

The first peer-to-peer electronic cash system of global, decentralized, scarce, digital money was initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

● Blockchain:

A cryptographically secure digital ledger that maintains a record of all transactions that occur on the network and follows a consensus protocol for confirming new blocks to be added to the blockchain.

●Crypto:

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

●Crypto asset or token:

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

●Cryptocurrency:

Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category of crypto assets is designed to work as a medium of exchange, store of value, or to power applications and excludes security tokens.

●Crypto economy:

A new open financial system built upon crypto.

●Ethereum:

A decentralized global computing platform that supports smart contract transactions and peer-to-peer applications, or “Ether,” the native crypto assets on the Ethereum network.

●Security token:

A crypto asset that is a security under the U.S. federal securities laws. This includes digital forms of traditional equity or fixed income securities, or maybe assets deemed to be a security based on their characterization as an investment contract or note.

●Smart contract:

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

●Stablecoin:

Crypto assets are designed to minimize price volatility. Stablecoin is designed to track the price of an underlying asset, such as fiat money or an exchange-traded commodity (such as precious metals or industrial metals), while the other stablecoins utilize algorithms that are designed to maintain a relatively stable price of the asset. Stablecoins can be backed by fiat money, physical commodities or other crypto assets.

Crypto assets held for operations

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

We have established policies and practices to evaluate each crypto asset we consider for listing, delisting, or for custody. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents (see Note 3).

The Company follows ASC 350-30,Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill, which requires crypto assets that meet the definition of an indefinite-lived intangible asset are recognized at cost and subsequently measured using the impairment model. That model only reflects decreases, but not increases, in the fair value of crypto asset holdings until sold.

Effective January 1, 2025, the Company adopts Accounting Standards Update (ASU) 2023-08,Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This update requires the Company subsequently to remeasure its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations.

The Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820,Fair Value Measurements, based on quoted (unadjusted) prices on the exchange market. The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more likely than not that any of the assets are impaired.

As of December 31, 2025, and 2024, the Company determined that there was no indicator of impairment of its digital assets.

As of December 31, 2025, and 2024, the crypto assets held for operation under digital assets were $282,161 and $192,398, respectively (see Note 3).

Since the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60) and recognized fair value loss on digital assets of $4,818 for the year end December 31, 2025 (see Note 3). Other than these fair value changes, the adoption had no effect on our consolidated financial statements based upon the nature of the Company’s current operations.

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:

Office leasehold includes property and equipment representing three adjoining office units used by the Company located in a commercial building in Shenzhen, China. The office leasehold is subject to a land lease with a term of 27 years and is being depreciated over the remaining lease term. Expenditure on maintenance and repairs are expensed when incurred. Depreciation for this office leasehold in Shenzhen, China, classified as an operating expense, was $102,172 and $102,241 for the years ended December 31, 2025, and 2024, respectively (see Note 4).

In conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, the Company prepares an estimate of future cash flow expected to result from the use of the asset and its eventual disposition. If the estimated cash flow is less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. During the fourth quarter of 2025, the Company conducted an annual review and as a result, indicators of impairment of its office leasehold in Shenzhen, China were identified. The Company determined that the asset was impaired, an impairment of its property and equipment of $813,552 was recognized for the year ended December 31, 2025, and the property and equipment was revalued at approximately $1,300,000 (equivalent to RMB 9,100,000) as of December 31, 2025 (see Note 4).

As of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment (see Note 4).

Real estate held for sale

Real estate held for sale is reported at the lower carrying amount or fair value, less estimated costs to sell. The cost of real estate held for sale includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. We actively market all properties that are designated as held for sale. Real estate held for sale is not depreciated.

In conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, evaluates, among other things, the margins on units already sold within the project, margins on units under contract but not closed, and projected margins on future unit sales. The Company pays close attention to discerning whether the real estate held for sale is moving at a slower than expected pace or where margins are trending downward. During the fourth quarter of 2025, the Company conducted an annual review and as a result, indicators of impairment of its real estate held for sale in Hong Kong were identified. The Company determined that the asset was impaired, an impairment of its real estate held for sale of $96,846 was recognized for the year ended December 31, 2025, and the real estate held for sale was revalued at approximately $887,000 as of December 31, 2025 (equivalent to HK$6,900,000) (see Note 5).

As of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for sale (see Note 5).

Real estate held for investment, net

Real estate held for investment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the following estimated useful lives:

Office leasehold includes real estate held for investment representing two office units owned by the Company located in one commercial building in Kuala Lumpur, Malaysia.

Depreciation for this office leasehold in Kuala Lumpur, Malaysia, classified as cost of rental, was $9,992 and $15,590 for the years ended December 31, 2025, and 2024, respectively (see Note 6).

In conducting its reviews for indicators of impairment, the Company, including its management team and an independent appraiser, assesses the carrying value of real estate held for investment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, the Company prepares an estimate of future cash flow expected to result from the use of the asset and its eventual disposition. If the estimated cash flow is less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. During the fourth quarter of 2025, the Company conducted an annual review and as a result, no indictors of impairment of its real estate held for investment in Kuala Lumpur, Malaysia were identified. The Company determined that the asset was not impaired, no impairment of its real estate held for investment was recognized for the year ended December 31, 2025, and the real estate held for investment was valued at approximately $378,000 (equivalent to MYR 1,535,000) as of December 31, 2025 (see Note 6).

As of December 31, 2024, the Company identified there wereno indicators of impairment of its real estate held for investment (see Note 6).

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:

Amortization expense for intangible assets was $271 and $476 for the years ended December 31, 2025, and 2024, respectively.

The Company follows ASC 360 in accounting for intangible assets, which require impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. As of December 31, 2025, and 2024, the Company identified there wereno indicators of impairment of intangible assets (see Note 8).

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized; rather, it is tested for impairment annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform an annual impairment test for its reporting units on December 31 of each fiscal year.

On June 6, 2024, the Company acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr. Lee, Chong Kuang, for a price of $100. The Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations” and performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the reference of the financial statements of GBHL as of June 6, 2024. As a result, goodwill of $6,035 was recorded.

During the fourth quarter of 2024, the Company performed an annual test and as a result, indicators of impairment of goodwill were identified. The Company determined that goodwill was impaired, an impairment of $82,561 for the year ended December 31, 2024, was recognized, and goodwill was devalued to $6,035 as of December 31, 2024.

During the fourth quarter of 2025, the Company performed an annual test on goodwill and as a result, there was an indication of impairment. The Company determined that goodwill was fully impaired and recognized an impairment of $6,035 for the year ended December 31, 2025, and goodwill was devalued to $nil as of December 31, 2025 (see Note 8).

Investments

Investments in equity securities

The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01,Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The Company measures investments in equity securities without a readily determinable fair value using an alternative measurement that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

On December 31, 2025, the Company had a total of twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with $nil value (see Note 7).

On December 31, 2024, the Company had a total of twenty-one (21) investments in equity securities without readily determinable fair values, all were related party investments with an aggregate value of $12,073. In which, nineteen (19) investments in equity securities without readily determinable fair values were fully impaired and with $nil value (see Note 7).

Impairment of long-lived assets

Long-lived assets primarily include property and equipment, real estate held for sale, real estate held for investment, intangible assets, goodwill and other investments. In accordance with the provisions of ASC 360, the Company generally conducts its annual impairment evaluation of its long-lived assets in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying amount of the asset.

As of December 31, 2025, the Company identified there were indicators of impairment and determined its property and equipment, real estate held for sale, goodwill and other investments were impaired.

As of December 31, 2024, the Company identified there were indicators of impairment and determined its goodwill and other investments were impaired.

Leases

The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at the commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet, and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

See Note 9 for more information regarding leases.

Derivative financial instruments

Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables, such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging, for derivative financial instruments that are accounted for as liabilities. The derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate.

During the past two years, the Company did not have any derivative transactions and there were no derivative liabilities recorded as of December 31, 2025, and 2024, respectively.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain (see Note 11).

The Company conducts its businesses in China, Hong Kong, Malaysia and Labuan and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

Earnings per share (EPS)

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks, for example, convertible securities, options and warrants as if they had been converted at the beginning of the period presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect would increase earnings per share or decrease loss per share, are excluded from the calculation of diluted EPS. For the years ended December 31, 2025, and 2024, there wereno dilutive shares.

Foreign currencies translation

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollars (“HK$”), which is also the respective functional currency of subsidiaries.

In general, for consolidation purposes, if a subsidiary’s functional currency is other than US$, its assets and liabilities are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates prevailing during the period. Any gains or losses resulting from the translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within equity.

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

Comprehensive income or loss

Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions or other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income or loss consists of cumulative foreign currency translation adjustments.

Fair value of financial instruments

The Company follows the guidance of the ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the input used in measuring fair value as follows:

The Company believes the carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, prepaids and other current assets, digital assets, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments.

Concentrations of risks

For the year ended December 31, 2025, one (1) customer accounted for 21% of the Company’s revenue, and three (3) customers accounted for 34% (14%,10% and 10%, respectively) of the Company’s accounts receivable at year-end.

For the year ended December 31, 2024, one (1) customer accounted for 12% of the Company’s revenue, and one (1) customer accounted for 85% of the Company’s accounts receivable at year-end.

For the year ended December 31, 2025, no vendor accounted for 10% or more of the Company’s cost of revenues, and one (1) vendor accounted for 35% of the Company’s accounts payable at year-end.

For the year ended December 31, 2024, no vendor accounted for 10% or more of the Company’s cost of revenues, and two (2) vendors accounted for 74% (53% and 21%, respectively) of the Company’s accounts payable at year-end.

Exchange rate risk

The Company’s reporting currency is US$, but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when in translation to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to a substantial market risk.

Risks and uncertainties

Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the Southeast Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on the transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Accounting Standards Adopted in 2025

Accounting Standards Update 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets Disclosures:

On December 13, 2023, the FASB issued ASU No. 2023-08. ASU 2023-08 amends ASC 350-60,Intangibles – Goodwill and Other, to provide guidance on the accounting for and disclosure of crypto assets and requires that the Company (i) subsequently remeasure crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations; (ii) present crypto assets separate from other intangible assets in the consolidated balance sheets; (iii) present the gains and losses from remeasurement of crypto assets separately in the consolidated statements of operations; and (iv) provide specific disclosures for crypto assets. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.

Since the first quarter of 2025, the Company has adopted ASU 2023-08 (ASC 350-60), and the required disclosures are included in Note 3, Digital Assets.

On March 18, 2025, the FASB issued ASU 2025-02, which provided amendments to SEC paragraphs pursuant to Staff Accounting Bulletin 122. This amendment removed text related to “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Its Platform Users,” from ASU 405-10-S99-1, because Staff Accounting Bulletin 122 rescinded the topic.

Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively. The Company adopted this ASU prospectively in the fourth quarter of 2025, and the required disclosures are included in Note 11, Income Taxes.

Accounting Standards not yet Adopted

Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:

In November 2024, FASB issued ASU 2024-03 Income Statement***–Reporting Comprehensive Income–***Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its consolidated financial statement and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its consolidated financial position, statements of operations and cash flows.

NOTE 2 -REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenues

The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”) and revenue from leasing or trading of real estate properties (“real estate revenue”).

Revenue from provision of business services

For certain service contracts, we assist or provide advisory services to clients in capital market listings (“listing services”). Our services provided to clients are considered as our performance obligations. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation has not been completed, deferred cost of revenue is recorded as incurred and the deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and, when needed, may record a liability if a determination is made that costs will exceed revenue.

For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“non-listing services”), upon our completion of such services, our performance obligations are satisfied, and hence, the relevant revenue is recognized. For contracts in which we act as an agent, the Company reports revenue net of expenses paid.

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

Revenue from provision of digital platforms and trading of digital assets

Through our subsidiary, Green-X Corp. in Labuan (“Green-X”), we operate a platform under the Labuan Financial Services and Securities Act 2010 (LFSSA) whereby security token issuers (“Issuers”) offer their security tokens for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform.

Revenue from the provision of the digital platform represents the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively. We recognize revenues when services have been rendered to clients, that is, performance obligations have been fulfilled.

Revenue from the trading of digital assets represents the sales income of digital assets. We recognize revenues when risks and rewards of ownership of the digital assets have been transferred to the buyers; that is, we lose control over the assets sold and the amount of sales revenue can be reliably measured.

From December 2024, we have started to issue and sell our digital assets, GX Token, to other investors.

Revenue from leasing real estate properties

Rental revenue represents rental income from the Company’s tenants. The tenants pay in accordance with the terms in the lease agreements, and the Company recognizes the income ratably over the lease term, as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying assets.

Revenue from trading of real estate properties

The Company follows the guidance of ASC 610-20,Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of real estate properties are considered as a sale of a non-financial asset. Under ASC 610-20, the Company de-recognizes its assets and recognizes a gain or loss on the sale of real estate when control of the underlying asset transfers to the buyer.

Other than 40% of the real estate properties in Hong Kong were distributed to the non-controlling interest (the “NCI”) of Forward Win International Limited (“FWIL”), a Hong Kong subsidiary of the Company, for its acquisition of the remaining 40% shares of FWIL from the NCI on April 15, 2024, no real estate property was sold during 2025 and 2024.

Cost of revenues

Cost of service revenue

Service cost primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered.

Cost of digital revenue

Digital cost primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of digital platforms and digital assets.

Cost of rental revenue

Rental costs primarily include costs associated with repairs and maintenance, property management fees, insurance, depreciation, and other related administrative costs. Utility expenses are paid directly by tenants.

Cost of real estate properties sold

Cost of real estate property sold primarily consists of the purchase price of the property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred.

The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area:

Deferred costs of revenue

For a service contract where the performance obligation has not been completed, deferred cost of revenue is recorded for any costs incurred in advance before completion of the performance obligation.

Deferred revenue

For a service contract where the performance obligation has not been completed, the deferred revenue is recorded for any payments received in advance before completion of the performance obligation.

As of December 31, 2025, and 2024, deferred costs of revenue and deferred revenue are classified as current assets and current liabilities, respectively:

Changes in deferred revenue during 2025 and 2024 are as follows:

NOTE 3 -DIGITAL ASSETS

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

As of December 31, 2025, the details of digital assets we held are as follows:

As of December 31, 2024, the details of digital assets we held are as follows:

The following table sets forth a summary of the changes in the estimated fair value of our digital assets during the years ended December 31, 2025, and 2024, respectively:

The estimated fair value of our digital assets was $282,161 and $192,398 as of December 31, 2025, and December 31, 2024, respectively.

For the year ended December 31, 2025, we recognized a fair value loss on digital assets of $4,818.

During 2024, we issued 4,000,000 tokens of our digital assets, GX Token, in exchange for 5,000,000 tokens of Dignity Token, an asset-backed crypto security token (“DiGau”). Despite the token exchange, DiGau was not recognized in our consolidated balance sheets as of December 31, 2025, and 2024, respectively, as the transaction did not meet the criteria for asset recognition.

As of the date of this report, we have not yet determined the value of DiGau and are still evaluating the fair value due to a lack of observable market transactions and price information.

We do not expect that the exclusion of the transaction will have a significant effect on our consolidated financial statements as of December 31, 2025, and 2024, respectively.

NOTE 4 -PROPERTY AND EQUIPMENT, NET

Office leasehold under property and equipment represents three adjoining office units owned and used by the Company located in a commercial building in Shenzhen, China (the “Office Leasehold”). The Office Leasehold is subject to a 50-year land lease with a remaining term of 19 years and is being depreciated over the remaining lease term. Depreciation for the Office Leasehold, classified as an operating expense, was $102,172 and $102,241 for the years ended December 31, 2025, and 2024, respectively.

Depreciation for property and equipment, including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement, classified as an operating expense, totaling $128,177 and $129,232 for the years ended December 31, 2025, and 2024, respectively.

During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, indicators of impairment of the Office Leasehold were identified.

As of December 31, 2025, the fair value of the Office Leasehold was appraised by the Appraiser at approximately $1,300,000 (equivalent to RMB 9,100,000), compared to the Office Leasehold’s net book value of approximately $2,100,000 (equivalent to RMB 15,000,000), the Office Leasehold was devalued.

The Company determined that the Office Leasehold was impaired, an impairment of its property and equipment of $813,552 was recognized for the year ended December 31, 2025, and the property and equipment was revalued at approximately $1,300,000 (equivalent to RMB 9,100,000) as of December 31, 2025.

As of December 31, 2024, the Company identified there were no indicators of impairment of its property and equipment.

On December 31, 2025, and 2024, the Company’s property and equipment were valued at $1,358,181 and $2,226,888, respectively.

NOTE 5 -REAL ESTATE HELD FOR SALE

Real estate held for sale represents multiple units in a building located in Hong Kong (the “Property”).

On February 25, 2015, the Company acquired a 60% interest of Forward Win International Limited (“FWIL”), a company that aims to trade the Property.

The Property was developed for resale on a “unit by unit” basis and is stated at the lower of cost or estimated fair value, less estimated costs to sell. Real estate held for sale represents the Property for which a committed plan to sell exists and an active program to market the Property has been initiated.

On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the non-controlling interest (the “NCI”) in exchange for a distribution of 40% of FWIL’s Property as consideration for its acquisition and settlement of a loan from the NCI (the “Acquisition”).

Other than the Acquisition, no property was sold during 2025 and 2024.

During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Property’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, indicators of impairment of the Property were identified.

As of December 31, 2025, the fair value of the Property was appraised by the Appraiser at approximately $887,000 (equivalent to HK$6,900,000), compared to the Property’s net book value of approximately $980,000 (equivalent to HK$7,700,000), the Property was devalued.

The Company determined that the Property was impaired, an impairment of the Property of $96,846 was recognized for the year ended December 31, 2025, and the Property was revalued at approximately $887,000 (equivalent to HK$6,900,000) as of December 31, 2025.

As of December 31, 2024, the Company identified there were no indicators of impairment of the Property.

On December 31, 2025, and 2024, the Company’s real estate held for sale was valued at $886,502 and $980,402, respectively.

NOTE 6 -REAL ESTATE HELD FOR INVESTMENT, NET

Office leasehold under real estate held for investment represents the Company’s two adjoining office units located in one commercial building in Malaysia (the “Office Leasehold”). The Office Leasehold is currently rented to an unrelated tenant.

Depreciation for real estate held for investment including the Office Leasehold, furniture and fixtures, office equipment and leasehold improvement, included in the cost of rental revenue, was $9,992 and $15,590 for the years ended December 31, 2025, and 2024, respectively.

During the first quarter of 2025, the Company’s furniture and fixtures, office equipment and leasehold improvement under real estate held for investment had been fully depreciated with a nil net book value.

During the fourth quarter of 2025, the Company, including its management team and an independent appraiser, Ravia Global Appraisal Advisory Limited (the “Appraiser”) engaged by the Company, conducted an annual review of the Office Leasehold’s fair value by market approach for comparing its fair value to similar properties which have been sold recently, and as a result, no indicators of impairment of the Office Leasehold were identified. The Company determined that the asset was not impaired, no impairment of its real estate held for investment was recognized for the year ended December 31, 2025, and the real estate held for investment was valued at approximately $378,000 (equivalent to MYR 1,535,000) as of December 31, 2025.

As of December 31, 2024, the Company identified there were no indicators of impairment of its real estate held for investment.

On December 31, 2025, and 2024, the Company’s real estate held for investment was valued at $378,157 and $352,854, respectively.

NOTE 7 -OTHER INVESTMENTS

Investments in equity securities

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairments is classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

The Company believes all its invested equity securities are without readily determinable values even certain of the equity securities are listed in the over the counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market.

In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 Fair Value Measurement to evaluate the fair values of the Investments approximate or exceed their carrying values.

During 2025 and 2024, the changes in carrying values of the Investments are as follows:

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company will acquire 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

Subject to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the aggregate closing consideration to be issued by the Company to the Seller shall be $1,200,000, to be satisfied with the issuance of 800,000 shares of the Company’s Common Stock, par value $0.0001 per share, valued at $1.50 per share (the “Consideration”). Such shares shall be restricted under Rule 144 of the Securities Act of 1933 (the “Securities Act”).

Pursuant to Article 6.4 of the Acquisition Agreement, all 800,000 shares to be issued as Consideration will be held in escrow and will remain under the control of the Company until the Closing.

For the year ended December 31, 2025, the Company recognized an impairment of $12,073 for two (2) of the Investments (see (a)) and recorded a reversal of impairment of $150 for one (1) of the Investments (see (b)).

During 2025, one (1) impaired investment of the Investments of $150 was sold to an unrelated party for $39,950. As a result, the Company recognized a gain of disposal of investment of $39,800 and a reversal of impairment of investment of $150 for the year ended December 31, 2025 (see (b)).

On December 31, 2025, the Investments represented the Company’s twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with a nil value.

As of December 31, 2025, the Acquisition has not been completed as the Consideration has yet been settled, and hence the Acquisition was not reported to the Company’s consolidated financial statements.

As of the date of this report, the Consideration is still outstanding, and the Company is continuing to discuss the date of settlement of the Consideration with the Seller.

For the year ended December 31, 2024, the Company recognized an impairment of $87,425 for eight (8) of the Investments.

During 2024, the Company paid $92 or $0.0001 per share to acquire 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) from an unrelated party in addition to the remaining 2,279,813 SEATech shares which were acquired and impaired in 2018.

During 2024, the Company sold all its 1,000,000 common shares of Agape ATP Corporation (“Agape”) which were acquired in total of $100, through a broker in two batches for $307,697, and sold back all its 5,000,000 common shares of Celmonze Wellness Corporation (“Celmonze”) to Celmonze at cost $500 or $0.0001 per share, and sold all its 2,165,000 common shares of MU Global Holding Limited (“MUGH”) which were acquired in total of $217 and fully impaired in 2018 to an unrelated party for $17,320.

In December 2024, REBLOOD Biotech Corp. (“REBLOOD”) was dissolved and hence, all 1,000,000 REBLOOD shares which were acquired by the Company at $100 or $0.0001 per share in 2022 were annulled and the investment in REBLOOD was terminated.

On December 31, 2024, the Investments represented the Company’s twenty-one (21) investments in related parties’ equity securities without readily determinable fair values. In which, nineteen (19) of the Investments were impaired with a nil value and the remaining two (2) of the Investments have an aggregate value of $12,073.

(a) Impairment of other investments during 2025

On March 30, 2015, our wholly owned subsidiary, Greenpro Resources Limited, a British Virgin Islands company (“GRBVI”), acquired 300,000 shares, representing approximately 8% of the issued and outstanding shares of Greenpro Trust Limited, a Hong Kong company (“GTL”), from its shareholders at a price of HK$300,000 (approximately $38,710) or HK$1 per share. GTL is principally engaged in the provision of trusteeship, custodial and fiduciary services to clients in Hong Kong.

On April 13, 2016, another wholly owned subsidiary of the Company, Asia UBS Global Limited, a Belizean company (“AUB”), acquired 100,000 shares, representing approximately 3% of the issued and outstanding shares of GTL for HK$100,000 (approximately $12,903) or HK$1 per share.

The Company indirectly has an aggregate of approximately 11% interest in GTL with an investment value of $51,613. Messrs. Lee and Loke are common directors of GTL and the Company.

On December 31, 2022, the net asset value (“NAV”) of GTL was $107,835 and according to the Company’s 11% interest in GTL’s NAV, our investment was valued at approximately $11,981. Hence, the Company recorded an impairment loss of $39,632 for the year ended December 31, 2022.

From 2023 to 2024, our investment value in GTL remained the same at $11,981 as no impairment indicator occurred during these two years.

For the year ended December 31, 2025, the Company recognized an impairment of $11,981 for the investment in GTL due to GTL’s failure to provide updated financial statements for evaluation. As a result, our investment in GTL was fully impaired with a nil value as of December 31, 2025.

On August 8, 2024, GVCL entered into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr. Seah”). Pursuant to the agreement, Mr. Seah agreed to sell his 923,544 shares of common stock of SEATech Ventures Corp. (“SEATech”) to GVCL for approximately $92 or $0.0001 per share. SEATech is a Nevada corporation and principally provides mentoring and incubation services to clients. The investment was recognized at a cost of $92 under other investments.

In addition to the acquisition in August 2024, together with the remaining 2,279,813 SEATech shares which were acquired and impaired during 2018, GVCL in aggregate holds 3,203,357 shares of common stock of SEATech as of December 31, 2024.

As of December 31, 2024, the Company recorded the investment in SEATech at a historical cost of $92 under other investments.

For the year ended December 31, 2025, the Company recognized an impairment of $92 for the investment in SEATech due to its continuous losses and stockholders’ deficit. As a result, our investment in SEATech was fully impaired with a nil value as of December 31, 2025.

Jocom Holdings Corp.

On June 2, 2021, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”), entered into a subscription agreement with Jocom Holdings Corp., a Nevada corporation, which operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones (“Jocom”). Pursuant to the agreement, GVCL acquired 1,500,000 shares of common stock of Jocom at a price of $150 or $0.0001 per share.

Upon acquisition, the Company recorded the investment in Jocom at a historical cost of $150 under other investments.

For the year ended December 31, 2024, the Company made a full impairment of $150 for the investment in Jocom due to its continuous losses and stockholders’ deficit. As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024.

On January 24, 2025, GVCL sold all 1,500,000 shares of Jocom’s common stock to an unrelated party, Chu, Hon Pong, at a price of $39,950. As a result, GVCL recognized a gain on disposal of other investment of $39,800 and a reversal of impairment of investment of $150 for the year ended December 31, 2025.

NOTE 8 -INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net

As of December 31, 2025 and 2024, the original cost of our intangible assets totaled $480,785 which includes $7,253 of trademarks acquired by Greenpro Resources (HK) Limited (“GRHK”) during the years of 2013 to 2018, $344,500 of customer lists from the acquisition of Ace Corporate Services Limited (renamed to Falcon Corporate Services Limited on August 26, 2016) (“FCSL”) in 2015, and $129,032 of an insurance agency license from the acquisition of Sparkle Insurance Brokers Limited (renamed to Greenpro Sparkle Insurance Brokers Limited on April 4, 2019) (“Sparkle”) on January 2, 2019, respectively.

As of December 31, 2025, and 2024, the customer lists from FCSL and the insurance agency license from Sparkle had been fully amortized with anil value.

During the fourth quarter of 2025, the Company conducted an annual impairment test and concluded that it is more likely than not that the estimated fair value of GRHK’s trademarks was more than their carrying amount, and no impairment indicator existed. As a result, no impairment was recognized for the year ended December 31, 2025.

Amortization expense for intangible assets for the years ended December 31, 2025, and 2024 was $271 and $476, respectively.

Amortization for each year following December 31, 2025, is as follows:

As of December 31, 2025, the accumulated amortization of intangible assets was $480,348, and the net value of intangible assets was $437.

The Company’s goodwill consisted of $319,726 from its acquisition of Falcon Secretaries Limited (renamed to Falcon Accounting & Secretaries Limited on February 25, 2020) (“FASL”) in 2015, $26,082 from its acquisition of Greenpro Capital Village Sdn. Bhd. (“GCVSB”) in 2021 and $6,035 from its acquisition of Global Business Hub Limited (“GBHL”) in 2024. Collectively, the Company’s goodwill totaled $351,843.

Goodwill is not amortized but tested for any indicators of impairment annually.

During the fourth quarter of 2022, the Company conducted annual impairment tests for FASL and GCVSB, and concluded that there were indicators of impairment for goodwill derived from the acquisition of FASL. As the net asset value (“NAV”) of FASL was less than the value of goodwill as of December 31, 2022, an impairment of $263,247 was recognized for the year ended December 31, 2022. The value of the Company’s goodwill was impaired to $82,561, represented the value of goodwill related to FASL was impaired to $56,479 and the value of goodwill related to GCVSB remained at $26,082 as of December 31, 2022.

During the fourth quarter of 2023, the Company conducted annual impairment tests and concluded that there were no indicators of impairment for goodwill derived from the acquisitions of FASL and GCVSB, as both the NAV of FASL and GCVSB were greater than their respective value of goodwill as of December 31, 2023.

During the fourth quarter of 2024, the Company conducted annual impairment tests for FASL, GCVSB and GBHL, and concluded that there were indicators of impairment for goodwill derived from the acquisitions of FASL and GCVSB. As the NAV of FASL was less than the value of goodwill of $56,479 and the NAV of GCVSB is less than the value of goodwill of $26,082 as of December 31, 2024, an impairment of $56,479 and $26,082 was recognized, respectively. For the year ended December 31, 2024, total impairment of $82,561 was recognized, the value of goodwill related to FASL and GCVSB were respectively impaired tonil, the value of goodwill related to the Company’s newly acquired subsidiary, GBHL remained at $6,035 as of December 31, 2024.

During the fourth quarter of 2025, the Company conducted an annual impairment test for GBHL and concluded that there were indicators of impairment for goodwill derived from the acquisition of GBHL. As the NAV of GBHL is less than the value of goodwill of $6,035 as of December 31, 2025, an impairment of $6,035 was recognized for the year ended December 31, 2025. The value of goodwill related to GBHL was impaired tonil as of December 31, 2025.

For the years ended December 31, 2025, and 2024, $6,035 and $82,561 of impairment of goodwill was recognized, respectively.

As of December 31, 2025, and 2024, the value of the Company’s goodwill was $0 and $6,035, respectively.

NOTE 9 -LEASES

As of December 31, 2025, the Company has an operating lease agreement for one office space in Hong Kong, with a cancellable term of one year commencing from March 15, 2025, to March 14, 2026, after a non-cancellable term oftwo years expired on March 14, 2025, and has a finance lease for a motor vehicle in Malaysia, with a term offive years. Other than these leases, the Company does not have any other leases over the term of one year. Any lease with an initial term of 12 months or less is not recorded on the balance sheets. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable, and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

The components of lease costs and supplemental cash flow information related to operating leases and finance leases during the past two years are as follows:

The supplemental balance sheet information related to leases during the past two years is as follows:

Maturities of the Company’s lease liabilities as of December 31, 2025, are as follows:

For the year ended December 31, 2025, total lease costs were $114,234 including operating lease costs of $113,351 and finance lease costs of $883.

For the year ended December 31, 2024, total lease costs were $115,278 including operating lease costs of $114,208 and finance lease costs of $1,070.

NOTE 10 -STOCKHOLDERS’ EQUITY

Our authorized capital consists of 600,000,000 shares, of which 500,000,000 shares are designated as shares of Common Stock, par value $0.0001 per share, and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001 per share. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board of directors before the issuance of any shares of preferred stock in such series.

During 2024, the Company didnot issue any shares of its Common Stock.

During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total cash proceeds of $1,235,000. The proceeds aim to fund the expansion of the Company’s operations.

A list of the sales and issuance of the Company’s Common Stock during 2025 is set forth below:

NOTE 11 -INCOME TAXES

Loss before income taxes for the years ended December 31, 2025, and 2024 is summarized as follows:

Provision for income taxes for the years ended December 31, 2025, and 2024 is summarized as follows:

The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the years ended December 31, 2025, and 2024 is as follows:

The income taxes paid (net of refunds) by jurisdiction for the years ended December 31, 2025, and 2024, as reported in the Consolidated Statements of Cash Flows, are as follows:

The significant components of deferred taxes of the Company are as follows (rounded to the nearest thousand):

The table below summarizes changes in the valuation allowance for deferred tax assets for the years presented (rounded to the nearest thousand):

The Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future. Accordingly, the Company established a valuation allowance of $8,539,000 to offset deferred tax assets of $8,546,000 including deferred tax assets related to the net operating loss (NOL) carryforwards of $6,732,000 as of December 31, 2025.

For the year ended December 31, 2025, a valuation allowance was increased by $600,000, this increase was primarily due to an increase of NOL carryforwards of $292,000 from the Company’s China subsidiaries.

United States of America

The Company is registered in the State of Nevada and is subject to United States of America tax law.

For the years ended December 31, 2025, and 2024, the operations in the United States of America incurred a net operating loss (NOL) of $720,000 and $670,000, respectively.

As of December 31, 2025, the cumulative net operating losses (NOLs) were $24,143,000 which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037, if unutilized.

China

The Company’s subsidiaries operating in China are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%.

For the years ended December 31, 2025, and 2024, the subsidiaries in China recorded an aggregate net operating loss (NOL) of $1,171,000 and an aggregate net operating income (NOI) of $902,000, respectively.

As of December 31, 2025, the subsidiaries operating in China had incurred the aggregate amount of cumulative net operating losses (NOLs) of $2,506,000 which can be carried forward to offset future taxable income. The NOL carryforwards will expire in 5 years, if unutilized.

Hong Kong

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 16.5% on their assessable income for the tax year.

For the years ended December 31, 2025, and 2024, the subsidiaries in Hong Kong incurred an aggregate net operating loss (NOL) of $525,000 and $567,000, respectively.

As of December 31, 2025, the cumulative net operating losses (NOLs) aggregated for those subsidiaries which have operations in Hong Kong were $3,747,000. The cumulative NOLs can be carried forward indefinitely to offset future taxable income.

Malaysia

The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24% on their assessable income for the tax year.

For the years ended December 31, 2025, and 2024, the subsidiaries in Malaysia incurred an aggregate net operating loss (NOL) of $200,000 and $16,000, respectively.

As of December 31, 2025, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $1,348,000 which can be carried forward indefinitely to offset taxable income in the future.

Labuan

The Company’s subsidiaries operating in Labuan are subject to the Labuan Corporate Tax Laws at a progressive income tax rate starting from 3% on their assessable income for the tax year.

For the years ended December 31, 2025, and 2024, the subsidiaries in Labuan incurred an aggregate net operating loss (NOL) of $205,000 and $186,000, respectively.

As of December 31, 2025, the operations in Labuan have incurred the aggregate amount of cumulative net operating losses (NOLs) of $776,000 which can be carried forward indefinitely to offset taxable income in the future.

The Company has recorded a full valuation allowance against the deferred tax assets on the expected future tax benefits from the Company’s net operating loss carryforwards as the Company believes it is more likely than not that these deferred tax assets will not be fully realized in the future.

NOTE 12 -RELATED PARTY TRANSACTIONS

The amounts due from related parties are interest-free, unsecured, and have no fixed terms of repayment.

The amounts due to related parties are interest-free, unsecured and repayable on demand.

Related party A is under common control of Mr. Loke, Che Chan Gilbert, the Company’s CFO, and a major shareholder.

Related party B represents companies in whichthe Company owns a respective percentage ranging from 1% to 18% interest in those companies.

Related party C is controlled by a director of some wholly owned subsidiaries of the Company.

Related party D represents companies that we have determined we can significantly influence based on our common business relationships.

Related party E represents companies whose CEO was a consultant to the Company, and who was also a director of Aquarius Protection Fund and a shareholder of the Company. Related party E is no longer our consultant and shareholder, and hence, our related party relationship came to an end on August 29, 2024.

Related party F represents a family member of Mr. Loke or family members of Mr. Loke.

Related party G is under the common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder.

Related party H represents a company in which we currently have an approximate 48% equity-method investment. On December 31, 2023, the Company determined the amount due from related party H of $60,000 was impaired and recognized an impairment of other receivables of $60,000 for the year ended December 31, 2023. During 2018, the Company acquired approximately 49% of related party H for total consideration of $368,265. On December 31, 2018, the Company determined that its investments in related party H were impaired and recognized an impairment of other investments of $368,265.

Related party I which is controlled by a family member of Mr. Lee.

Related party J represents a non-controlling interest in the Company’s subsidiary owning its real estate held for sale. The amount due to related party J was unsecured, borne no interest and payable on demand, and was related to the initial acquisition of the real estate held for sale. Related party J became no longer our related party since our acquisition of all its 40% shareholdings in our subsidiary on April 15, 2024.

Related party K represents shareholders and directors of the Company. The amount due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or directors. On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on behalf of the Company. The amounts due from or due to Related party K are interest-free and are due on demand.

NOTE 13 -SEGMENT INFORMATION

ASC 280, “Segment Reporting” requires disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.

The Company’s reportable segments are consistent with its internal organization structure and are regularly reviewed by the Company’s President and Chief Executive Officer (chief operating decision-maker or “CODM”) to allocate resources and assess performance for the entire Company. The CODM does not evaluate performance or allocate resources based on other income or expenses, and therefore such information is not allocated across its reportable segments. Other income or expenses which are not allocated to reportable segments are presented in the consolidated statements of operations and comprehensive income or loss.

Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes.

The Company operates three reportable business segments:

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 hasthree reportable segments that are based on the following business units: service business, digital business and real estate business, respectively.

Service business

Digital business

Real estate business

(b) By Geography

The Company principally operates in three regions, including Hong Kong, Malaysia and China.

The distribution of revenues and significant expenses for the year ended December 31, 2025, by region is as follows:

The distribution of investments in equity-method investees and total assets as of December 31, 2025, and expenditures for long-lived assets for the year ended December 31, 2025, respectively by region is as follows:

The distribution of revenues and significant expenses for the year ended December 31, 2024, by region is as follows:

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:

NOTE 14 -SUBSEQUENT EVENTS

On February 13, 2026, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

Upon closing of the transactions contemplated by the Share Exchange Agreement, the Company will acquire from the Forekast Shareholders a number of Forekast ordinary shares sufficient to result in the Company owning approximately 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the closing date. In exchange, the Company will issue an aggregate of 8,500,000 shares of its common stock (the “Exchange Shares”) to the Forekast Shareholders.

The Share Exchange Agreement includes customary representations, warranties, covenants, closing conditions and termination provisions, including an outside date of March 31, 2026, subject to the terms of the Share Exchange Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.