Greenpro Capital Corp.

GREENPRO CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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:

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.

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 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.

●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,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 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).

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 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 wereno 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 wereno 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:

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

Intangible assets, net

Amortizable identifiable intangible assets are stated at cost less accumulated amortization and represent certain trademarks registered in USA, Hong Kong, China, and Singapore.

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

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 wereno 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 wasno indicator of impairment of its property and equipment, real estate held for investment and intangible assets, respectively.

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).

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 wereno 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:

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 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:

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.

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.

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.

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:

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:

Changes in deferred revenue during 2024 and 2023 are as follows:

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:

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:

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:

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

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.

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

Real estate held for investment represents the Company’s two office units located in one commercial building in Malaysia. The adjoining office units are currently rented to an unrelated tenant.

Depreciation for real estate held for investment, included in the cost of rental revenue, was $15,590 and $25,125 for the years ended December 31, 2024, and 2023, respectively.

NOTE 8 -OTHER INVESTMENTS

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:

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.

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

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.

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.

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.

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 anil 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 anil 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 anil value as of December 31, 2024.

Jocom Holdings Corp.

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

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

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

NOTE 9 -INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net

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 withnil 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:

As of December 31, 2024, the accumulated amortization of intangible assets was $480,076, and the net value of intangible assets was $709.

Goodwill

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 tonil, the value of goodwill related to the newly acquired subsidiary, GBHL remains at $6,035.

For the years ended December 31, 2024, and 2023, $82,561 and $0 of impairment of goodwill was made, respectively.

As of December 31, 2024, the value of the Company’s goodwill was $6,035, representing the value of goodwill related to GBHL of $6,035.

NOTE 10 -LEASES

As of December 31, 2024, the Company has an operating lease agreement for one office space in Hong Kong with a term oftwo years and has a finance lease for a motor vehicle in Malaysia with a term offive 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:

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, 2024, are as follows:

For the year ended December 31, 2024, total lease costs were $115,278 including operating lease costs of $114,208 and finance lease costs of $1,070, respectively. For the year ended December 31, 2023, total lease costs were $115,130 including operating lease costs of $114,401 and finance lease costs of $729, respectively.

NOTE 11 -DERIVATIVE LIABILITIES

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.

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 didnot issue any shares of its Common Stock.

NOTE 13 –WARRANTS

On June 13, 2018, the Company granted to the placement agent and issued warrants exercisable into 53,556 shares of Common Stock at an exercise price of $7.20 per share and the expected expiration of the warrants is June 12, 2023 (the “Expiration”). Since the Expiration, the Company does not expect to issue other warrants in the next twelve months.

On July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of the Company’s Common Stock at a ratio of 10-for-1 (the “Reverse Stock Split”), effective as of July 28, 2022. 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:

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, andno warrants are outstanding and exercisable.

As of December 31, 2023 and 2024, the value of the warrants wasnil.

NOTE 14 -INCOME TAXES

Provision for income taxes consisted of the following:

A summary of local (United States) and foreign loss before income taxes was comprised of the following:

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:

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):

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.

NOTE 15 -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 the common control of Mr. Loke, Che Chan Gilbert, the Company’s CFO and a major shareholder.

Related party B represents companies wherethe 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.

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:

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 (2023: two reportable segments - service business and real estate business).

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, 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:

The distribution of revenues and significant expenses for the year ended December 31, 2023, by region is as follows:

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 :