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What changed in Greenpro Capital Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Greenpro Capital Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+319 added−256 removedSource: 10-K (2026-03-30) vs 10-K (2025-04-09)

Top changes in Greenpro Capital Corp.'s 2025 10-K

319 paragraphs added · 256 removed · 224 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

84 edited+9 added−17 removed233 unchanged
Biggest changeAcquisition and disposal of 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.
Biggest changePursuant 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.
Acquisition of Greenpro Sparkle Brokers Limited (formerly known as Sparkle Insurance Brokers Limited), a Hong Kong company On January 2, 2019, the Company acquired Sparkle Insurance Brokers Limited (renamed Greenpro Sparkle Brokers Limited on April 4, 2019) (“Sparkle”) from Mr. Teh Boo Yim and Ms.
Acquisition of Greenpro Sparkle Insurance Brokers Limited (formerly known as Sparkle Insurance Brokers Limited), a Hong Kong company On January 2, 2019, the Company acquired Sparkle Insurance Brokers Limited (renamed Greenpro Sparkle Insurance Brokers Limited on April 4, 2019) (“Sparkle”) from Mr. Teh Boo Yim and Ms.
For example: ● Capital contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of Commerce or its local authorities; ● Loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches; and ● Loans from us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches. 30 On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange Concerning Reform of the Administrative Approaches to Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or “Circular 19”, which became effective on June 1, 2015, to regulate the conversion by foreign invested enterprises, or FIEs, of foreign currency into RMB by restricting how the converted RMB may be used.
For example: ● Capital contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of Commerce or its local authorities; ● Loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches; and ● Loans from us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches. 31 On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange Concerning Reform of the Administrative Approaches to Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or “Circular 19”, which became effective on June 1, 2015, to regulate the conversion by foreign invested enterprises, or FIEs, of foreign currency into RMB by restricting how the converted RMB may be used.
Our “Cross-Border Business Solutions” includes the following services: ● Advising clients on company formation in Hong Kong, the United States, the British Virgin Islands, and other overseas jurisdictions; ● Assisting companies to set up bank accounts with banks in Hong Kong to facilitate clients’ banking operations; ● Providing bank loan referral services; ● Providing company secretarial services; ● Assisting companies in applying for business registration certificates with the Inland Revenue Department of Hong Kong; ● Providing corporate finance consulting services; ● Providing due diligence investigations and valuations of companies; ● Advising clients regarding debt and company restructurings; ● Providing liquidation, insolvency, bankruptcy and individual voluntary arrangement advice and assistance; ● Designing a marketing strategy and promoting the company’s business, products, and services; ● Providing financial and liquidity analysis; ● Assisting in setting up cloud invoicing systems for clients; ● Assisting in liaising with investors for the purpose of raising capital; ● Assisting in setting up cloud inventory systems to assist clients in recording, maintaining and controlling their inventories and tracking their inventory levels; ● Assisting in setting up cloud accounting systems to enable clients to keep track of their financial performance; ● Assisting clients in payroll matters operated in our cloud payroll system; ● Assisting clients in tax planning, preparing the tax computation, and making tax filings with the Inland Revenue Department of Hong Kong; ● Providing cross-border listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia; ● Providing international tax planning in China; ● Advising on trust and wealth management; ● Providing an online equity crowdfunding platform to assist small to medium-sized enterprises (SMEs) to access funding through its platform; ● Providing cryptocurrency trading and digital asset exchange services; ● Providing a capital market-focused portal to browse business markets or corporate news; ● Providing big data and focusing on artificial intelligence (AI) providing financial services; ● Providing financial technology (FinTech) services; and ● Transaction services. 20 There is a growing market in Asia for companies who are seeking to go public and become listed on a recognized exchange in a foreign jurisdiction.
Our “Cross-Border Business Solutions” includes the following services: ● Advising clients on company formation in Hong Kong, the United States, the British Virgin Islands, and other overseas jurisdictions; ● Assisting companies to set up bank accounts with banks in Hong Kong to facilitate clients’ banking operations; ● Providing bank loan referral services; ● Providing company secretarial services; ● Assisting companies in applying for business registration certificates with the Inland Revenue Department of Hong Kong; ● Providing corporate finance consulting services; ● Providing due diligence investigations and valuations of companies; ● Advising clients regarding debt and company restructurings; ● Providing liquidation, insolvency, bankruptcy and individual voluntary arrangement advice and assistance; ● Designing a marketing strategy and promoting the company’s business, products, and services; ● Providing financial and liquidity analysis; ● Assisting in setting up cloud invoicing systems for clients; ● Assisting in liaising with investors for the purpose of raising capital; ● Assisting in setting up cloud inventory systems to assist clients in recording, maintaining and controlling their inventories and tracking their inventory levels; ● Assisting in setting up cloud accounting systems to enable clients to keep track of their financial performance; ● Assisting clients in payroll matters operated in our cloud payroll system; ● Assisting clients in tax planning, preparing the tax computation, and making tax filings with the Inland Revenue Department of Hong Kong; ● Providing cross-border listing advisory services, including but not limited to, United States, United Kingdom, Hong Kong, and Australia; ● Providing international tax planning in China; ● Advising on trust and wealth management; ● Providing an online equity crowdfunding platform to assist small to medium-sized enterprises (SMEs) to access funding through its platform; ● Providing cryptocurrency trading and digital asset exchange services; ● Providing a capital market-focused portal to browse business markets or corporate news; ● Providing big data and focusing on artificial intelligence (AI) providing financial services; ● Providing financial technology (FinTech) services; and ● Transaction services. 21 There is a growing market in Asia for companies who are seeking to go public and become listed on a recognized exchange in a foreign jurisdiction.
China A portion of our acquired businesses are located in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws. 28 Employment Contracts The Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007, and took effect on January 1, 2008 and was revised at the 30th meeting of the Standing Committee of the 11th National People’s Congress on December 28, 2012.
China A portion of our acquired businesses are in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property, and other similar laws. 29 Employment Contracts The Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007, and took effect on January 1, 2008, and was revised at the 30th meeting of the Standing Committee of the 11th National People’s Congress on December 28, 2012.
Incorporation and restructure of VIE, Greenpro New Finance Academy Limited, a Hong Kong company, and its wholly owned subsidiary, Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), a Shenzhen, China company On March 2, 2016, Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (“GNFA”) was incorporated in Hong Kong, as a variable interest entity (the “VIE”), which is required to consolidate with the Company.
Incorporation and restructure of VIE, Greenpro New Finance Academy Limited, a Hong Kong company, and its wholly owned subsidiary, Greenpro Financial Consulting (Shenzhen) Limited (formerly known as Greenpro Synergy Network (Shenzhen) Limited), a Shenzhen, China-based company On March 2, 2016, Greenpro New Finance Academy Limited (formerly known as Greenpro Synergy Network Limited) (“GNFA”) was incorporated in Hong Kong, as a variable interest entity (the “VIE”), which is required to consolidate with the Company.
Acquisition of Falcon Accounting & Secretaries Limited (formerly known as Falcon Secretaries Limited) and Falcon Corporate Services Limited (formerly known as Ace Corporate Services Limited), Hong Kong companies, and Shenzhen Falcon Financial Consulting Limited, a Shenzhen, China company On September 30, 2015, we acquired all the issued and outstanding securities of Falcon Secretaries Limited (renamed to Falcon Accounting & Secretaries Limited on February 25, 2020), Ace Corporate Services Limited (renamed to Falcon Corporate Services Limited on August 26, 2016) and Shenzhen Falcon Financial Consulting Limited (these companies collectively known as “F&A”).
Acquisition of Falcon Accounting & Secretaries Limited (formerly known as Falcon Secretaries Limited) and Falcon Corporate Services Limited (formerly known as Ace Corporate Services Limited), Hong Kong companies, and Shenzhen Falcon Financial Consulting Limited, a Shenzhen, China-based company On September 30, 2015, we acquired all the issued and outstanding securities of Falcon Secretaries Limited (renamed to Falcon Accounting & Secretaries Limited on February 25, 2020), Ace Corporate Services Limited (renamed to Falcon Corporate Services Limited on August 26, 2016) and Shenzhen Falcon Financial Consulting Limited (these companies, collectively known as “F&A”).
Acquisition of Global Business Hub Limited, a Labuan, Malaysia company On June 6, 2024, we acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr. Lee Chong Kuang for a price of $100. We acquired GBHL and aim to develop a digital banking business in Malaysia. Acquisition, disposal, and reacquisition of Greenpro Capital Village Sdn. Bhd.
Acquisition of Global Business Hub Limited, a Labuan, Malaysian company On June 6, 2024, we acquired Global Business Hub Limited (“GBHL”) from our Chief Executive Officer and director, Mr. Lee Chong Kuang for a price of $100. We acquired GBHL and aim to develop a digital banking business in Malaysia. Acquisition, disposal, and reacquisition of Greenpro Capital Village Sdn. Bhd.
Greenpro Management Consultancy Limited, a Shenzhen, China company On August 30, 2013, Greenpro Management Consultancy Limited (“GMCSZ”) was founded and incorporated by GRHK in Shenzhen, China. Development of Greenpro Resources Limited and its wholly owned subsidiaries through acquisitions On January 1, 2014, Greenpro Resources Limited (“GRBVI”) acquired 100% of the outstanding shares of GFCL, from our director, Mr.
Greenpro Management Consultancy Limited, a Shenzhen, China-based company On August 30, 2013, Greenpro Management Consultancy Limited (“GMCSZ”) was founded and incorporated by GRHK in Shenzhen, China. Development of Greenpro Resources Limited and its wholly owned subsidiaries through acquisitions On January 1, 2014, Greenpro Resources Limited (“GRBVI”) acquired 100% of the outstanding shares of GFCL, from our director, Mr.
As of December 31, 2024, our investment in FBHI remains the same with a nil value. 6. Acquisition of 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”).
As of December 31, 2025, and 2024, our investment in FBHI remains the same with a nil value. 6. Acquisition of 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”).
Shenzhen Falcon Financial Consulting Limited (China) Provides Hong Kong company formation advisory services and company secretarial services and financial services. It focuses on China clients. Greenpro ESG Solutions Sdn. Bhd. (formerly known as Greenpro Global Capital Sdn. Bhd.) (Malaysia) Provides corporate advisory services such as company review, bank loan advisory and bank products analysis services.
Shenzhen Falcon Financial Consulting Limited (China) Provides Hong Kong company formation advisory services and company secretarial services and financial services. It focuses on clients in China. Greenpro ESG Solutions Sdn. Bhd. (formerly known as Greenpro Global Capital Sdn. Bhd.) (Malaysia) Provides corporate advisory services such as company review, bank loan advisory and bank products analysis services.
On February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8% of the shares sold under the agreement valued at $20,000,000. On February 26, 2021, the Company issued an additional 34,259 shares of its restricted Common Stock to two designees of Mr.
On February 17, 2021, GVCL exercised its option and FBHI issued to GVCL 160,000 ordinary shares of FBHI, comprising the additional 8% of the shares sold under the agreement valued at $20,000,000. On February 26, 2021, the Company issued additional 34,259 shares of its restricted Common Stock to two designees of Mr.
Employment Contract Law also permits a trade union to enter into a collective employee contract with an employer on behalf of all the employees. Where a trade union has not been formed, a representative appointed by an employee under the guidance of a high-level trade union may execute the collective employment contract.
Employment Contract Law also permits a trade union to enter a collective employee contract with an employer on behalf of all the employees. Where a trade union has not been formed, a representative appointed by an employee under the guidance of a high-level trade union may execute the collective employment contract.
On June 15, 2024, Green-X entered into a sale and purchase agreement with a founder of a Delaware company, Dignity Corp. (referred as “Seller”) and subsequently on December 12, 2024, entered into a supplementary agreement with the Seller (collectively, the “SPA”).
On June 15, 2024, Green-X entered into a sale and purchase agreement with a founder of a Delaware company, Dignity Corp. (referred to as “Seller”) and subsequently on December 12, 2024, entered into a supplementary agreement with the Seller (collectively, the “SPA”).
Unless the employee requests to enter into a fixed-term contract, an employer who fails to enter into a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double his/her salary from the date the employment contract should be renewed a non-fixed term. c.
Unless the employee requests to enter a fixed-term contract, an employer who fails to enter a non-fixed term contract pursuant to the Employment Contract Law is liable to pay the employee double his/her salary from the date the employment contract should be renewed a non-fixed term. c.
Our planned Package Solution will be structured in Hong Kong, but services may be outsourced to lower-cost jurisdictions such as Malaysia and China, which encourage and welcome outsourcing services. 27 The following regulations are the laws and regulations that may be applicable to us: Hong Kong Our businesses located in Hong Kong are subject to the laws and ordinances enacted in Hong Kong including, but not limited to, labor, occupational safety and health, general corporations, intellectual property, and other similar laws.
Our planned Package Solution will be structured in Hong Kong, but services may be outsourced to lower-cost jurisdictions such as Malaysia and China, which encourage and welcome outsourcing services. 28 The following regulations are the laws and regulations that may be applicable to us: Hong Kong Our businesses located in Hong Kong are subject to the laws and ordinances enacted in Hong Kong including, but not limited to, labor, occupational safety and health, general corporations, intellectual property, and other similar laws.
A targeted campaign will be made to the following groups of clients: law firms, auditing firms, consulting firms and small to medium-sized enterprises (“SMEs”) in different industries, including biotechnology, intellectual property, information technologies and real estate. 24 Worldwide Wealth Wisdom Development Worldwide Wealth Wisdom Development (“WWW”) is our marketing and promotional campaign, which is focused on building long-term awareness of our brand.
A targeted campaign will be made to the following groups of clients: law firms, auditing firms, consulting firms and small to medium-sized enterprises (“SMEs”) in different industries, including biotechnology, intellectual property, information technologies and real estate. 25 Worldwide Wealth Wisdom Development Worldwide Wealth Wisdom Development (“WWW”) is our marketing and promotional campaign, which is focused on building long-term awareness of our brand.
As a result of the Employment Contract Law, all our employees have executed standard written employment agreements with us. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. 29 On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011.
As a result of the Employment Contract Law, all our employees have executed standard written employment agreements with us. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. 30 On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which became effective on July 1, 2011.
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 Belize 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.
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.
Lee”) in Labuan, Malaysia and consolidated with our group on June 22, 2022. 7 Acquisition and Reorganization of Subsidiaries Acquisitions of entities under common control: Acquisition of Greenpro Resources Limited, a British Virgin Islands company On July 31, 2015, we acquired 100% of the issued and outstanding securities of Greenpro Resources Limited, a British Virgin Islands corporation (“GRBVI”), which had been our affiliate at the time of the acquisition.
Lee”) in Labuan, Malaysia and consolidated with our group on June 22, 2022. 8 Acquisition and Reorganization of Subsidiaries Acquisitions of entities under common control: Acquisition of Greenpro Resources Limited, a British Virgin Islands company On July 31, 2015, we acquired 100% of the issued and outstanding securities of Greenpro Resources Limited, a British Virgin Islands corporation (“GRBVI”), which had been our affiliate at the time of the acquisition.
We act as a case reference for our clients, as we originally had our shares quoted in the OTC markets and subsequently “uplisted” to The Nasdaq Stock Market LLC., a U.S. national securities exchange. 21 With growing competition and increasing economic sophistication, we believe more companies need strategies for cross-border restructuring and other corporate matters.
We act as a case reference for our clients, as we originally had our shares quoted in the OTC markets and subsequently “uplisted” to The Nasdaq Stock Market LLC., a U.S. national securities exchange. 22 With growing competition and increasing economic sophistication, we believe more companies need strategies for cross-border restructuring and other corporate matters.
As of December 31, 2024, our investment in MFAI remains with a nil value. 3. Acquisition of Ata Plus Sdn. Bhd. On July 8, 2020, GVCL entered into an acquisition agreement with all eight shareholders of Ata Plus Sdn. Bhd., a company incorporated in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”).
As of December 31, 2025 and 2024, our investment in MFAI remains at nil value. 3. Acquisition of Ata Plus Sdn. Bhd. On July 8, 2020, GVCL entered into an acquisition agreement with all eight shareholders of Ata Plus Sdn. Bhd., a company incorporated in Malaysia and a Recognized Market Operator (RMO) by the Securities Commission of Malaysia (“APSB”).
We will seek an SEO expert team in China and Malaysia to assist in the promotion of the campaign by using an advertising and keyword tagging strategy to drive traffic to our social media accounts and our company website. The major search engines are Baidu and Google as these are the common search engines worldwide. 25 Interaction and Conversion 1.
We will seek an SEO expert team in China and Malaysia to assist in the promotion of the campaign by using an advertising and keyword tagging strategy to drive traffic to our social media accounts and our company website. The major search engines are Baidu and Google as these are the common search engines worldwide. 26 Interaction and Conversion 1.
We are confident we can retain and enlarge our market share. 26 Intellectual Property We intend to protect our investment in the research and development of our products and technologies. We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights, and patents, if applicable.
We are confident we can retain and enlarge our market share. 27 Intellectual Property We intend to protect our investment in the research and development of our products and technologies. We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights, and patents, if applicable.
(formerly known as Weld Asia Global Advisory Sdn. Bhd.), a Malaysia company On February 25, 2013, Greenpro Financial Consulting Limited, a subsidiary of the Company, acquired 100% of Weld Asia Global Advisory Sdn. Bhd., a Malaysia company, from its shareholders, Mr. Lee Chong Kuang, and his spouse, Ms. Yap Pei Ling, for MYR2 (approximately $0.50).
(formerly known as Weld Asia Global Advisory Sdn. Bhd.), a Malaysian company On February 25, 2013, Greenpro Financial Consulting Limited, a subsidiary of the Company, acquired 100% of Weld Asia Global Advisory Sdn. Bhd., a Malaysian company, from its shareholders, Mr. Lee Chong Kuang, and his spouse, Ms. Yap Pei Ling, for MYR2 (approximately $0.50).
In the event that the project involves investing in business activities which consist of both Shariah-compliant and Shariah Non-Compliant (“SNC”) activities (collectively referred to as “Mixed Activities”), the SNC activities must not exceed the designated benchmarks. 18 ● Below are the parties on the Green-X DAX platform: Green-X: A platform operator, licensed under the LFSSA.
In the event that the project involves investing in business activities which consist of both Shariah-compliant and Shariah Non-Compliant (“SNC”) activities (collectively referred to as “Mixed Activities”), the SNC activities must not exceed the designated benchmarks. 19 ● Below are the parties on the Green-X DAX platform: Green-X: A platform operator, licensed under the LFSSA.
Bhd.) a Malaysia company On May 23, 2016, our wholly owned subsidiary, Greenpro Holding Limited (“GHL”), acquired 400 shares, representing 40% of the outstanding shares of Greenpro Wealthon Sdn. Bhd. (renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018, and subsequently renamed Greenpro ESG Solutions Sdn. Bhd. on June 1, 2023) (“GPESG”), from our director, Mr.
Bhd.) a Malaysian company On May 23, 2016, our wholly owned subsidiary, Greenpro Holding Limited (“GHL”), acquired 400 shares, representing 40% of the outstanding shares of Greenpro Wealthon Sdn. Bhd. (renamed to Greenpro Global Capital Sdn. Bhd. on June 13, 2018, and subsequently renamed Greenpro ESG Solutions Sdn. Bhd. on June 1, 2023) (“GPESG”), from our director, Mr.
On December 31, 2018, the Company determined that its investment in KSP was impaired and recorded an impairment of unconsolidated investment of $363,930. We currently hold approximately 48% of the issued and outstanding shares of KSP. 11 Acquisitions of other investments Name (Domicile) Acquisition Date Equity Interest Business 1.
On December 31, 2018, the Company determined that its investment in KSP was impaired and recorded an impairment of unconsolidated investment of $363,930. We currently hold approximately 48% of the issued and outstanding shares of KSP. 12 Acquisitions of other investments Name (Domicile) Acquisition Date Equity Interest Business 1.
In the later expansion stage, the business typically needs extra capital in addition to organically generated profit, for further development, marketing, or product development. 22 We intend for our business incubators to provide valuable support to young, emerging growth and potential high-growth companies at critical junctures of their development.
In the later expansion stage, the business typically needs extra capital in addition to organically generated profit, for further development, marketing, or product development. 23 We intend for our business incubators to provide valuable support to young, emerging growth and potential high-growth companies at critical junctures of their development.
Lee and Loke transferred all shareholdings of GNFA to GHL, the VIE was dissolved and restructured as a subsidiary of the Company. Incorporation of Green-X Corp., a Labuan, Malaysia company On December 23, 2021, Green-X Corp. (“Green-X”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr.
Lee and Loke transferred all shareholdings of GNFA to GHL, the VIE was dissolved and restructured as a subsidiary of the Company. Incorporation of Green-X Corp., a Labuan, Malaysian company On December 23, 2021, Green-X Corp. (“Green-X”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr.
The former a) is considered an asset, while the latter b) represents equity. vii. For transactions on the platform, the usage of digital assets shall be limited to those that have been approved by the Shariah Adviser of the platform. 17 ● Green-X e-wallet: i.
The former a) is considered an asset, while the latter b) represents equity. vii. For transactions on the platform, the usage of digital assets shall be limited to those that have been approved by the Shariah Adviser of the platform. 18 ● Green-X e-wallet: i.
We expect to look for businesses that meet the following criteria: ● high-growth prospects ● ambitious teams ● viability of product or service ● experienced management ● ability to convert plans into reality ● justification of venture capital investment and investment criteria 23 Our Venture Capital Related Education and Support Services.
We expect to look for businesses that meet the following criteria: ● high-growth prospects ● ambitious teams ● viability of product or service ● experienced management ● ability to convert plans into reality ● justification of venture capital investment and investment criteria 24 Our Venture Capital Related Education and Support Services.
Greenpro Resources (HK) Limited (Hong Kong) Holds intellectual property and currently holds six trademarks and applications thereof. Greenpro Resources Sdn. Bhd. (Malaysia) Holds investment in commercial real estate in Malaysia. Greenpro Management Consultancy Limited (China) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory in China.
Greenpro Resources (HK) Limited (Hong Kong) Holds intellectual property and currently holds six trademarks and related applications. Greenpro Resources Sdn. Bhd. (Malaysia) Holds investment in commercial real estate in Malaysia. Greenpro Management Consultancy Limited (China) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory services in China.
The Company aims to expand its long-term and general insurance services through the acquisition of Sparkle. 10 Acquisition of Forward Win International Limited, a Hong Kong company On February 25, 2015, we acquired 60% of the issued and outstanding shares of Forward Win International Limited, a Hong Kong company (“FWIL”) at a consideration of $774.
The Company aims to expand its long-term and general insurance services through the acquisition of Sparkle. 11 Acquisition of Forward Win International Limited, a Hong Kong company On February 25, 2015, we acquired 60% of the issued and outstanding shares of Forward Win International Limited, a Hong Kong company (“FWIL”) at a consideration of $774.
In addition, we plan to continue to grow through mergers and acquisitions of related services to enhance our services horizontally and vertically. We are continuously sourcing synergy and licensed financial institutions to strengthen the capabilities and scope of our services with the aim of widening our market coverage. 33
In addition, we plan to continue to grow through mergers and acquisitions of related services to enhance our services horizontally and vertically. We are continuously sourcing synergy and licensed financial institutions to strengthen the capabilities and scope of our services with the aim of widening our market coverage. 34
Lee and Loke received, in aggregate, $6,000 in cash and 1,326,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control. 8 Acquisition of A&G International Limited, a Belize company On September 30, 2015, we acquired 100% of the issued and outstanding securities of A&G International Limited, a Belize corporation (“A&G”), from Ms.
Lee and Loke received, in aggregate, $6,000 in cash and 1,326,000 shares of restricted Common Stock of the Company, and the acquisition was accounted for as a transfer among entities under common control. 9 Acquisition of A&G International Limited, a Belizean company On September 30, 2015, we acquired 100% of the issued and outstanding securities of A&G International Limited, a Belize corporation (“A&G”), from Ms.
Chen, a director and sole shareholder of F&A, is also a director and legal representative of Greenpro Management Consultancy Limited, one of our subsidiaries in Shenzhen, China. 9 Acquisition of Greenpro ESG Solutions Sdn. Bhd., (formerly known as Greenpro Global Capital Sdn.
Chen, a director and sole shareholder of F&A, is also a director and legal representative of Greenpro Management Consultancy Limited, one of our subsidiaries in Shenzhen, China. 10 Acquisition of Greenpro ESG Solutions Sdn. Bhd., (formerly known as Greenpro Global Capital Sdn.
Greenpro Financial Consulting Limited, a Belize company On July 26, 2012, Greenpro Financial Consulting Limited (formerly known as Weld Asia Financial Consulting Limited) (“GFCL”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr. Lee”), in Belize. Greenpro Resources Sdn. Bhd., a Malaysia company On April 25, 2013, Greenpro Resources Sdn. Bhd.
Greenpro Financial Consulting Limited, a Belizean company On July 26, 2012, Greenpro Financial Consulting Limited (formerly known as Weld Asia Financial Consulting Limited) (“GFCL”) was founded and incorporated by our director, Mr. Lee Chong Kuang (“Mr. Lee”), in Belize. Greenpro Resources Sdn. Bhd., a Malaysian company On April 25, 2013, Greenpro Resources Sdn. Bhd.
It focuses on Hong Kong clients. Asia UBS Global Limited (Belize) Provides business advisory services with a focus on offshore company formation advisory and company secretarial services, such as tax planning, bookkeeping and financial review. It focuses on Southeast Asia and China clients. Falcon Corporate Services Limited (Hong Kong) Provides offshore company formation advisory services and company secretarial services.
It focuses on Hong Kong clients. Asia UBS Global Limited (Belize) Provides business advisory services with a focus on offshore company formation advisory and company secretarial services, such as tax planning, bookkeeping and financial review. It focuses on Southeast Asia and clients in China.
FWIL is principally engaged in commercial real estate investments in Hong Kong. On April 15, 2024, we acquired the remaining 40% shares of FWIL from the non-controlling interest (the “NCI”) by distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of loan from the NCI.
FWIL is principally engaged in commercial real estate investments in Hong Kong. On April 15, 2024, we acquired the remaining 40% shares of FWIL from the non-controlling interest (the “NCI”) in exchange for a distribution of 40% of FWIL’s real estate properties as consideration of its acquisition and settlement of a loan from the NCI.
For the year ended December 31, 2023, the Company made a full impairment of $4,000,000 for the investment in MFAI due to continuing losses incurred by MFAI and uncertainty of the existence of the Millennium Sapphire. As a result, our investment in MFAI was recorded with a nil value as of December 31, 2023.
For the year ended December 31, 2023, the Company recognized an impairment of $4,000,000 for the investment in MFAI due to continuing losses incurred by MFAI and uncertainty of the existence of the Millennium Sapphire. As a result, our investment in MFAI was recorded with a nil value as of December 31, 2023.
We see tremendous opportunity to the extent that this trend continues worldwide. With respect to cross-border listing advisory services, we assist private companies in their desire to list and trade on public exchanges, including the NASDAQ and OTC Markets in the U.S..
We see tremendous opportunity to the extent that this trend continues worldwide. With respect to cross-border listing advisory services, we assist private companies in their desire to list and trade on public exchanges, including the NASDAQ and OTC Markets in the United States.
For the years ended December 31, 2024, and 2023, the contributions were $41,768 and $39,958, respectively. Executive Office and Other Information Our principal executive offices are located at B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia. Our principal telephone number is +60 3 8408 - 1788, and our website is “ greenprocapital.com ”.
For the years ended December 31, 2025, and 2024, the contributions were $53,269 and $41,768, respectively. Executive Office and Other Information Our principal executive offices are located at B-23A-02, G-Vestor Tower, Pavilion Embassy, 200 Jalan Ampang, 50450 W.P. Kuala Lumpur, Malaysia. Our principal telephone number is +60 3 8408 - 1788, and our website is “ greenprocapital.com ”.
Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on the SEC’s website at www.sec.gov. 32 Future Development Plan We are in the process of carrying out the following development plans. 1.
Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, is available on the SEC’s website at www.sec.gov. 33 Future Development Plan We are in the process of conducting the following development plans. 1.
For the years ended December 31, 2024, and 2023, the MPF contributions by the Company were $23,385 and $22,027, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. We are required to contribute to the Social Insurance Schemes and Housing Fund Schemes for all eligible employees in the PRC.
For the years ended December 31, 2025, and 2024, the MPF contributions by the Company were $19,942 and $23,385, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. We are required to contribute to the Social Insurance Schemes and Housing Fund Schemes for all eligible employees in the PRC.
We hope to generate deal flow through personal contacts of our management team as well as through our business incubator. We generated revenues of $3,496,405 and $3,477,664 during the fiscal years ended December 31, 2024, and 2023, respectively. We are not a party to any long-term agreements with our customers. Competition We operate in a mature, competitive industry.
We hope to generate deal flow through personal contacts of our management team as well as through our business incubator. We generated revenues of $2,073,557 and $3,496,405 during the fiscal years ended December 31, 2025, and 2024, respectively. We are not a party to any long-term agreements with our customers. Competition We operate in a mature, competitive industry.
The Company does not expect that the exclusion of the transaction will have a significant effect on its consolidated financial statements as of December 31, 2024. 19 As our core business, we operate and provide a wide range of business solution services to small and medium-sized businesses located in Southeast Asia and East Asia, with an initial focus on Hong Kong, China and Malaysia, and subsequently in Thailand and Taiwan.
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. 20 As our core business, we operate and provide a wide range of business solution services to small and medium-sized businesses located in Southeast Asia and East Asia, with an initial focus on Hong Kong, China and Malaysia, and subsequently in Thailand and Taiwan.
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.
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. Upon acquisition, the Company recorded the investment in Best2Bid at a historical cost of $550 under other investments.
As a result, our investment in APSB was fully impaired with a nil value as of December 31, 2023. As of December 31, 2024, our investment in APSB remains the same with a nil value. 13 4.
As a result, our investment in APSB was fully impaired with a nil value as of December 31, 2023. As of December 31, 2025, and 2024, our investment in APSB remains the same with a nil value. 14 4.
Both PRC companies and their employees are required to contribute to the housing funds. The Ministry of Human Resources and Social Security promulgated the Interim Provisions on Labor Dispatch on January 24, 2014.
All employees of PRC companies are required to contribute to the housing funds, and PRC companies are required to make contributions to the housing funds for their employees. The Ministry of Human Resources and Social Security promulgated the Interim Provisions on Labor Dispatch on January 24, 2014.
DiGau was initially traded on the Green-X digital asset exchange (“Green-X DAX”) platform on April 10, 2024, with a closing price of $2.3204 per token. On December 31, 2024, DiGau was traded on the Green-X DAX platform with a closing price of $3.9006 per token.
DiGau was initially traded on the Green-X digital asset exchange (“Green-X DAX”) platform on April 10, 2024, with a closing price of $2.3204 per token. As of December 31, 2025, and 2024, DiGau was traded on the Green-X DAX platform with a closing price of $9.5934 and $3.9006 per token, respectively.
Lee and Loke”) in the British Virgin Islands. Incorporation of Greenpro Resources Limited’s wholly owned subsidiaries Greenpro Resources (HK) Limited, a Hong Kong company On April 5, 2012, Greenpro Resources (HK) Limited (“GRHK”) was founded and incorporated by our directors, Messrs. Lee and Loke in Hong Kong.
Lee Chong Kuang and Mr. Loke Che Chan Gilbert (“Messrs. Lee and Loke”) in the British Virgin Islands. Incorporation of Greenpro Resources Limited’s wholly owned subsidiaries Greenpro Resources (HK) Limited, a Hong Kong company On April 5, 2012, Greenpro Resources (HK) Limited (“GRHK”) was founded and incorporated by our directors, Messrs. Lee and Loke in Hong Kong.
The participants are entitled to all our contributions together with accrued returns regardless of their length of service with the Company. For the years ended December 31, 2024, and 2023, the contributions were $27,070 and $29,570, respectively.
The participants are entitled to all our contributions together with accrued returns regardless of their length of service with the Company. For the years ended December 31, 2025, and 2024, the contributions were $21,583 and $27,070, respectively.
As a result, our investment in Best2bid was fully impaired with a nil value as of December 31, 2024. 13. Acquisition of 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.
As of December 31, 2025, our investment in Best2bid remains the same with a nil value. 12. Acquisition of 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.
As a result, our investment in catTHIS was fully impaired with a nil value as of December 31, 2024. 11. Acquisition of 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”).
As of December 31, 2025, our investment in catTHIS remains the same with a nil value. 10. Acquisition of 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”).
For the year ended December 31, 2024, the Company made a full impairment of $2,800 for the investment in Angkasa-X due to its continuous losses and stockholders’ deficit. As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31, 2024. 8. Acquisition of Jocom Holdings Corp.
For the year ended December 31, 2024, the Company recognized an impairment of $2,800 for the investment in Angkasa-X due to its continuous losses and stockholders’ deficit. As a result, our investment in Angkasa-X was fully impaired with a nil value as of December 31, 2024.
For the year ended December 31, 2024, the Company made a full impairment of $225 for the investment in Ata Global due to its failure to provide updated financial statements for evaluation. As a result, our investment in Ata Global was fully impaired with a nil value as of December 31, 2024. 10. Acquisition of catTHIS Holdings Corp.
For the year ended December 31, 2024, the Company recognized an impairment of $225 for the investment in Ata Global due to its failure to provide updated financial statements for evaluation. As a result, our investment in Ata Global was fully impaired with a nil value as of December 31, 2024.
For the year ended December 31, 2024, the Company made a full impairment of $600 for the investment in ACT Wealth due to its failure to provide updated financial statements for evaluation. As a result, our investment in ACT Wealth was fully impaired with a nil value as of December 31, 2024. 12. Acquisition of Best2bid Technology Corp.
For the year ended December 31, 2024, the Company recognized an impairment of $600 for the investment in ACT Wealth due to its failure to provide updated financial statements for evaluation. As a result, our investment in ACT Wealth was fully impaired with a nil value as of December 31, 2024.
On June 30, 2014, GRHK acquired 100% of the issued and outstanding shares of Greenpro Resources Sdn. Bhd., a Malaysia company (“GRSB”) from our director, Mr. Lee, and his spouse, Ms. Yap, for HK$2,943,298 (approximately $379,780). GRSB is principally engaged in commercial real estate investments in Malaysia.
On June 30, 2014, GRHK acquired 100% of the issued and outstanding shares of Greenpro Resources Sdn. Bhd., a Malaysian company (“GRSB”) from our director, Mr. Lee, and his spouse, Ms. Yap, for HK$2,943,298 (approximately $379,780).
For the year ended December 31, 2024, the Company made a full impairment of $900 for the investment in GLC due to its continuous losses and stockholders’ deficit. As a result, our investment in GLC was fully impaired with a nil value as of December 31, 2024. 5. Acquisition of First Bullion Holdings, Inc.
For the year ended December 31, 2024, the Company recognized an impairment of $900 for the investment in GLC due to its continuous losses and stockholders’ deficit. As a result, our investment in GLC was fully impaired with a nil value as of December 31, 2024.
Seasonality Our businesses are not subject to seasonality. 31 Employees As of April 9, 2025, we have 48 employees, located in the following territories: Country/Territory Number of Employees Malaysia 12 China 25 Hong Kong 11 As a result of the Employment Contract Law, all our employees in China have executed standard written employment agreements with us.
Seasonality Our businesses are not subject to seasonality. 32 Employees As of March 30, 2026, we have 41 employees, located in the following territories: Country/Territory Number of Employees Malaysia 7 China 25 Hong Kong 9 As a result of the Employment Contract Law, all our employees in China have executed standard written employment agreements with us.
For the year ended December 31, 2024, the Company made a full impairment of $82,000 for the investment in NBMSB due to NBMSB’s failure to provide updated financial statements for evaluation. As a result, our investment in NBMSB was fully impaired with a nil value as of December 31, 2024. 14 7. Acquisition of Angkasa-X Holdings Corp.
For the year ended December 31, 2024, the Company recognized an impairment of $82,000 for the investment in NBMSB due to NBMSB’s failure to provide updated financial statements for evaluation. As a result, our investment in NBMSB was fully impaired with a nil value as of December 31, 2024.
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.
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.
As a result, our investment in Jocom was fully impaired with a nil value as of December 31, 2024. 9. Acquisition of 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”).
As of December 31, 2025, our investment in Angkasa-X remains the same with a nil value. 8. Acquisition of 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”).
Incorporation of Greenpro Venture Capital Limited, an Anguilla company On September 5, 2014, Greenpro Venture Capital Limited (“GVCL”) was founded and incorporated by our directors, Messrs. Lee and Loke in Anguilla.
GRSB is principally engaged in commercial real estate investments in Malaysia. 7 Incorporation of Greenpro Venture Capital Limited, an Anguilla company On September 5, 2014, Greenpro Venture Capital Limited (“GVCL”) was founded and incorporated by our directors, Messrs. Lee and Loke in Anguilla.
Global Business Hub Limited (Malaysia) Develops a digital banking business in Malaysia. 6 Incorporation of Subsidiaries and VIE Incorporation of Greenpro Resources Limited, a British Virgin Islands company On July 3, 2012, Greenpro Resources Limited (“GRBVI”) was founded and incorporated by our directors, Mr. Lee Chong Kuang and Mr. Loke Che Chan Gilbert (“Messrs.
Forward Win International Limited (Hong Kong) Holds investment in commercial real estate in Hong Kong. Global Business Hub Limited (Malaysia) Develops a digital banking business in Malaysia. 6 Incorporation of Subsidiaries and VIE Incorporation of Greenpro Resources Limited, a British Virgin Islands company On July 3, 2012, Greenpro Resources Limited (“GRBVI”) was founded and incorporated by our directors, Mr.
Hence, the Company recorded an impairment loss of $39,632 for the year ended December 31, 2022. Since 2023, no indicator of impairment has occurred and hence, our investment value in GTL remains the same at $11,981 as of December 31, 2024, and 2023, respectively. 2. Acquisition of Millennium Fine Art Inc.
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.
Clients based in Hong Kong and China. Falcon Accounting & Secretaries Limited (formerly known as Falcon Secretaries Limited) (Hong Kong) Provides company formation advisory services and company secretarial services in Hong Kong. Greenpro Sparkle Insurance Brokers Limited (Hong Kong) Provides insurance brokerage services with an insurance broker license in Hong Kong.
Falcon Corporate Services Limited (Hong Kong) Provides offshore company formation advisory services and company secretarial services to clients based in Hong Kong and China. Falcon Accounting & Secretaries Limited (formerly known as Falcon Secretaries Limited) (Hong Kong) Provides company formation advisory services and company secretarial services in Hong Kong.
On October 19, 2020, GVCL entered into a stock purchase and option agreement with Mr. Tang Ka Siu Johnny and First Bullion Holdings Inc. (“FBHI”). FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit cards, money lending, crypto trading, and securities token offerings, with corporate offices in the Philippines and Hong Kong.
FBHI, a British Virgin Islands company, operates the businesses of banking, payment gateway, credit cards, debit cards, money lending, crypto trading, and securities token offerings, with corporate offices in the Philippines and Hong Kong.
(Nevada, USA) July 30, 2021 5 % Provides financial technology (FinTech) services. 10. catTHIS Holdings Corp. (Nevada, USA) August 27, 2021 1.58 % Provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any device. 11. ACT Wealth Academy Inc.
(Nevada, USA) August 27, 2021 1.58 % Provides a digital catalog management platform for users to upload, share and retrieve digital catalogs from any device. 10. ACT Wealth Academy Inc. (Nevada, USA) February 21, 2022 9.8 % Provides training, seminars, events and academies in fields related, but not limited to, financial and wealth. 11. Best2bid Technology Corp.
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 of the date of this report, we have not 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 years ended December 31, 2025, and 2024, respectively.
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.
As of December 31, 2025, our investment in Ata Global remains the same with a nil value. 9. Acquisition of 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”).
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, 2025, our investment in ACT Wealth remains the same with a nil value. 16 11. Acquisition of 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”).
(British Virgin Islands) February 3, 2021 12.23 % Provides turnkey services, from strategic satellite anchor station solutions to fully deployable, integrated tactical platform solutions. 8. Jocom Holdings Corp. (Nevada, USA) June 2, 2021 2.6 % Operates a Malaysia-based m-commerce platform specializing in online grocery shopping via smartphones. 9. Ata Global Inc.
(British Virgin Islands) February 3, 2021 12.18 % Provides turnkey services, from strategic satellite anchor station solutions to fully deployable, integrated tactical platform solutions. 8. Ata Global Inc. (Nevada, USA) July 30, 2021 5 % Provides financial technology (FinTech) services. 9. catTHIS Holdings Corp.
(Malaysia) Provides business consulting and advisory services in Malaysia. Green-X Corp. (Malaysia) A licensed asset platform operator under Labuan Financial Services Authority (LFSA), Malaysia. Greenpro Venture Capital Limited (Anguilla) A holding company. Forward Win International Limited (Hong Kong) Holds investment in commercial real estate in Hong Kong.
Greenpro Financial Consulting Limited (Belize) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory transaction services. Greenpro Capital Village Sdn. Bhd. (Malaysia) Provides business consulting and advisory services in Malaysia. Green-X Corp. (Malaysia) A licensed asset platform operator under Labuan Financial Services Authority (LFSA), Malaysia. Greenpro Venture Capital Limited (Anguilla) A holding company.
We also signed a strategic agreement with Pondok Pesantren Darul Fiqhi to promote blockchain technology through Islamic boarding schools.
(“Green-X”), we have launched our blockchain initiative in Indonesia by conducting training programs in collaboration with institutions like Dubai Blockchain Center. We also signed a strategic agreement with Pondok Pesantren Darul Fiqhi to promote blockchain technology through Islamic boarding schools.
Upon acquisition, 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 its failure to provide updated financial statements for evaluation.
For the year ended December 31, 2024, the Company recognized an impairment of $550 for the investment in Best2bid due to its failure to provide updated financial statements for evaluation. As a result, our investment in Best2bid was fully impaired with a nil value as of December 31, 2024.
Greenpro Family Office Limited (Hong Kong) Provides multi-family office services such as wealth planning and administration, asset protection and performance monitoring, charity services, trusteeship and risk management, investment planning and business support services. Greenpro Financial Consulting Limited (Belize) Provides corporate advisory services such as tax planning, cross-border listing solution and advisory transaction services. Greenpro Capital Village Sdn. Bhd.
Greenpro Sparkle Insurance Brokers Limited (Hong Kong) Provides insurance brokerage services with an insurance broker license in Hong Kong. Greenpro Family Office Limited (Hong Kong) Provides multi-family office services such as wealth planning and administration, asset protection and performance monitoring, charity services, trusteeship and risk management, investment planning and business support services.
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.
For the year ended December 31, 2024, the Company recognized an 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.
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.
For the year ended December 31, 2024, the Company recognized an impairment of $200 for the investment in catTHIS due to its continuous loss and stockholders’ deficit. As a result, our investment in catTHIS was fully impaired with a nil value as of December 31, 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDue to the new and evolving nature of crypto assets and the absence of comprehensive legal and tax guidance with respect to crypto asset products and transactions, many significant aspects of the U.S. and foreign tax treatment of transactions involving crypto assets, such as the purchase and sale of crypto assets on our platform, as well as the provision of blockchain rewards and other crypto asset incentives and rewards products, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of crypto asset transactions for U.S. and foreign tax purposes.
Biggest changeDue to the new and evolving nature of crypto assets and the absence of comprehensive legal and tax guidance with respect to crypto asset products and transactions, many significant aspects of the U.S. and foreign tax treatment of transactions involving crypto assets, such as the purchase and sale of crypto assets on our platform, as well as the provision of blockchain rewards and other crypto asset incentives and rewards products, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of crypto asset transactions for U.S. and foreign tax purposes. 42 In 2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset.
On August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Security Law, which came into force on of November 1, 2021.
On August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Security Law, which came into force on November 1, 2021.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.
On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.
The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.
The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.
The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.
The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.
A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.
If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.
If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.
On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.
On December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
We cannot assure you that the jurisdiction in which our current auditor is located will not implement rules forbidding our auditor to be subject to PCAOB inspection. If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit our financials.
We cannot assure you that the jurisdiction in which our current auditor is located will not implement rules forbidding our auditor to be subject to PCAOB inspection. If such rules were to be implemented, we may have to incur substantial costs and time to appoint a new auditor to re-audit our financials.
Although the direct impact of the current international trade tension and any escalation of such tension on the industries in which we operate is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial condition and results of operations.
Although the direct impact of the current international trade tension and any escalation of such tension on the industries in which we operate is uncertain, the negative impact on general, economic, political and social conditions may adversely impact on our business, financial condition and results of operations.
The Trial Measures and Regulations on Overseas Listing Archives subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all.
The Trial Measures and Regulations on Overseas Listing Archives subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get clearance of filing procedures under the Trial Measures on a timely basis, or at all.
The price and transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including: ● market conditions of, and overall sentiment towards, crypto assets and the crypto economy, including, but not limited to, as a result of actions taken by or developments of other companies in the crypto economy; ● changes in liquidity, market-making volume, and trading activities; ● trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities; ● investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors; ● the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; ● decreased user and investor confidence in crypto assets and crypto platforms; ● negative publicity and events relating to the crypto economy; ● unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto assets; ● the ability for crypto assets to meet user and investor demands; ● the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for use in various applications; ● consumer preferences and perceived value of crypto assets and crypto assets markets; ● increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics; ● adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting crypto economy participants; ● regulatory or legislative changes, scrutiny and updates affecting the crypto economy; 37 ● the characterization of crypto assets under the laws of various jurisdictions around the world; ● the adoption of unfavorable taxation policies on crypto asset investments by governmental entities; ● the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners, validators, and developers worldwide; ● the ability for crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; ● legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including limitations, and prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns around the use of energy in cryptocurrency and other proof-of-work mining activities; ● ongoing technological viability and security of crypto assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability; ● speed and fees associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto platforms; ● financial strength of market participants; ● the availability and cost of funding and capital; ● the liquidity and credit risk of other crypto platforms and other participants of the crypto economy; ● interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major crypto platforms; ● availability of an active derivatives market for various crypto assets; ● availability of banking and payment services to support crypto-related projects; ● instability in the global banking system and the level of interest rates and inflation; ● monetary policies of governments, trade restrictions, and fiat currency devaluations; and ● national and international economic and political conditions.
The price and transaction volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including: ● market conditions of, and overall sentiment towards, crypto assets and the crypto economy, including, but not limited to, as a result of actions taken by or developments of other companies in the crypto economy; ● changes in liquidity, market-making volume, and trading activities; ● trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative activities; ● investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors; ● the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; ● decreased user and investor confidence in crypto assets and crypto platforms; ● negative publicity and events relating to the crypto economy; ● unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto assets; ● the ability for crypto assets to meet user and investor demands; ● the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for use in various applications; ● consumer preferences and perceived value of crypto assets and crypto assets markets; ● increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or other characteristics; ● adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting crypto economy participants; ● regulatory or legislative changes, scrutiny and updates affecting the crypto economy; 38 ● the characterization of crypto assets under the laws of various jurisdictions around the world; ● the adoption of unfavorable taxation policies on crypto asset investments by governmental entities; ● the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners, validators, and developers worldwide; ● the ability for crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; ● legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including limitations, and prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns around the use of energy in cryptocurrency and other proof-of-work mining activities; ● ongoing technological viability and security of crypto assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability; ● speed and fees associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto platforms; ● financial strength of market participants; ● the availability and cost of funding and capital; ● the liquidity and credit risk of other crypto platforms and other participants of the crypto economy; ● interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major crypto platforms; ● availability of an active derivatives market for various crypto assets; ● availability of banking and payment services to support crypto-related projects; ● instability in the global banking system and the level of interest rates and inflation; ● monetary policies of governments, trade restrictions, and fiat currency devaluations; and ● national and international economic and political conditions.
As a result, any actual or perceived security breach of us or our third-party partners may: ● harm our reputation and brand; ● result in our systems or services being unavailable and interrupting our operations; ● result in improper disclosure of data and violations of applicable privacy and data protection laws; ● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; ● cause us to incur significant remediation costs; ● lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets; ● reduce customer confidence in, or decrease customer use of, our products and services; ● divert the attention of management from the operation of our business; ● result in significant compensation or contractual penalties payable by us to our customers or third parties because of losses to them or claims by them; and ● adversely affects our business, operating results, and financial condition.
As a result, any actual or perceived security breach of us or our third-party partners may: ● harm our reputation and brand; ● result in our systems or services being unavailable and interrupting our operations; ● result in improper disclosure of data and violations of applicable privacy and data protection laws; ● result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure; ● cause us to incur significant remediation costs; ● lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets; 47 ● reduce customer confidence in, or decrease customer use of, our products and services; ● divert the attention of management from the operation of our business; ● result in significant compensation or contractual penalties payable by us to our customers or third parties because of losses to them or claims by them; and ● adversely affects our business, operating results, and financial condition.
Our operating results will continue to fluctuate significantly because of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: ● crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; ● our ability to attract, maintain, grow, and engage our customer and developer base; ● changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees; ● regulatory changes or scrutiny that impact our ability to offer certain products or services; ● our ability to continue to diversify and grow our subscription and platform service revenue; ● our mix of revenue between transactions and subscriptions and services; ● pricing for the temporary suspensions of our products and services; ● adding crypto assets to or removing them from our platform; ● our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; ● market conditions of, and overall sentiment towards, the crypto economy; ● macroeconomic conditions, including interest rates, inflation, and instability in the global banking system; ● adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; ● the development and introduction of existing new products and services by us or our competitors; ● the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services, as well as technology offered to our developers, international expansion, and sales and marketing; ● system failures, outages or interruptions, including with respect to our platform and third-party crypto networks; ● our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses; ● breaches of security or privacy; ● inaccessibility of our platform due to our third-party actions; ● our ability to attract and retain talent; and ● our ability to compete with our competitors.
Our operating results will continue to fluctuate significantly because of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: ● crypto trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly volatile; ● our ability to attract, maintain, grow, and engage our customer and developer base; ● changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees; ● regulatory changes or scrutiny that impact on our ability to offer certain products or services; ● our ability to continue to diversify and grow our subscription and platform service revenue; ● our mix of revenue between transactions and subscriptions and services; ● pricing for the temporary suspensions of our products and services; ● adding crypto assets to or removing them from our platform; ● our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties; ● market conditions of, and overall sentiment towards, the crypto economy; ● macroeconomic conditions, including interest rates, inflation, and instability in the global banking system; ● adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and enforcement-related costs; ● the development and introduction of existing new products and services by us or our competitors; ● the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including investments we make in the development of products and services, as well as technology offered to our developers, international expansion, and sales and marketing; ● system failures, outages or interruptions, including with respect to our platform and third-party crypto networks; ● our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses; ● breaches of security or privacy; ● inaccessibility of our platform due to our third-party actions; ● our ability to attract and retain talent; and ● our ability to compete with our competitors.
Any of these events could have an adverse impact on our business and our customers’ perception of us, including decreased use of our platform and loss of customer demand for our products and services. 41 Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely affect our business, operating results, and financial condition.
Any of these events could have an adverse impact on our business and our customers’ perception of us, including decreased use of our platform and loss of customer demand for our products and services. Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely affect our business, operating results, and financial condition.
If we decide in the future to incorporate into our products any other software program licensed from a third party, and the use of such software program is necessary for the proper operation of our appliances, then our loss of any such license would similarly adversely affect our ability to release our products in a timely fashion.
If we decide in the future to incorporate into our products any other software program licensed from a third party, and the use of such software program is necessary for the proper operation of our appliances, then our loss of any such license would adversely affect our ability to release our products in a timely fashion.
The Regulations on the Administration of Network Data Security issued on September 24, 2024 and took effect on January 1, 2025, which does not involve that data handlers that process the personal information of more than one million users listed in a foreign country should apply for a cybersecurity review, and w e do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online platform operators” or “data handlers” as mentioned above; however, considering our Chinese subsidiary’s business may involve important data such as personal information, the relevant activities of our Chinese subsidiary will be regulated by Measures for Cyber Security Review and other relevant data regulations.
The Regulations on the Administration of Network Data Security issued on September 24, 2024 and took effect on January 1, 2025, which does not involve that data handlers that process the personal information of more than one million users listed in a foreign country should apply for a cybersecurity review, and we do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online platform operators” or “data handlers” as mentioned above; however, considering our Chinese subsidiary’s business may involve important data such as personal information, the relevant activities of our Chinese subsidiary will be regulated by Measures for Cyber Security Review and other relevant data regulations.
If any or all of the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations and/or the value of the Company’s Common Stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 46 Our shares may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely our auditors.
If any or all of the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations and/or the value of the Company’s Common Stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 51 Our shares may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely our auditors.
Therefore, if we are identified by the China Securities Regulatory Commission as to the situation of “indirect overseas listing”, we should go through relevant filing procedures with the China Securities Regulatory Commission as required when subsequent filing matters such as refinancing are involved. 55 In addition, according to the “Reporting Measures” issued by the Ministry of Commerce and the State Administration of Market Supervision and Administration on December 30, 2019 (took effective on 1 January 2020), our previous listing on NASDAQ may be identified as a change in circumstances such as investors and should be reported to the relevant competent authorities in accordance with the “Reporting Measures”.
Therefore, if we are identified by the China Securities Regulatory Commission as to the situation of “indirect overseas listing”, we should go through relevant filing procedures with the China Securities Regulatory Commission as required when subsequent filing matters such as refinancing are involved. 60 In addition, according to the “Reporting Measures” issued by the Ministry of Commerce and the State Administration of Market Supervision and Administration on December 30, 2019 (took effective on 1 January 2020), our previous listing on NASDAQ may be identified as a change in circumstances such as investors and should be reported to the relevant competent authorities in accordance with the “Reporting Measures”.
Any failure by us to comply with such filing procedures could impact our operations materially and adversely and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Any failure by us to comply with such filing procedures could impact on our operations materially and adversely and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to significantly decline in value or become worthless. 57 Risks Related to Our Common Stock Future sales of substantial amounts of the shares of Common Stock by existing shareholders could adversely affect the price of our Common Stock.
Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to significantly decline in value or become worthless. 62 Risks Related to Our Common Stock Future sales of substantial amounts of the shares of Common Stock by existing shareholders could adversely affect the price of our Common Stock.
The PRC government’s restrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects. 49 Our Hong Kong and China subsidiaries may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on their business, financial condition, and results of operations.
The PRC government’s restrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects. 54 Our Hong Kong and China subsidiaries may be subject to a variety of laws and other obligations regarding cyber security and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on their business, financial condition, and results of operations.
Moreover, they are exposed to the risk of misconduct, errors and failure to function by their management, employees and parties that they collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm their reputation and business. 51 The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S.
Moreover, they are exposed to the risk of misconduct, errors and failure to function by their management, employees and parties that they collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm their reputation and business. 56 The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S.
If our Hong Kong and China subsidiaries are unable to manage these risks, they could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and their reputation and results of operations could be materially and adversely affected. 50 It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within China.
If our Hong Kong and China subsidiaries are unable to manage these risks, they could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and their reputation and results of operations could be materially and adversely affected. 55 It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within China.
Lack of broad diversification in industry type and geographic location, adverse development in our current segment of the midstream industry, or in our existing areas of operation, could have a greater impact on the results of operations, cash flows and financial condition than if our operations were more diversified. 40 Risks Related to Crypto Assets Due to unfamiliarity and some negative publicity associated with crypto asset platforms, confidence or interest in crypto asset platforms may decline.
Lack of broad diversification in industry type and geographic location, adverse development in our current segment of the midstream industry, or in our existing areas of operation, could have a greater impact on the results of operations, cash flows and financial condition than if our operations were more diversified. 41 Risks Related to Crypto Assets Due to unfamiliarity and some negative publicity associated with crypto asset platforms, confidence or interest in crypto asset platforms may decline.
China’s economic, political, and social conditions, as well as interventions and influences of any government policies, laws and regulations are uncertain and could have a material adverse effect on our business. 56 The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council, and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.
China’s economic, political, and social conditions, as well as interventions and influences of any government policies, laws and regulations are uncertain and could have a material adverse effect on our business. 61 The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council, and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable times. 47 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
This could cause the market price of our shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or at commercially reasonable times. 52 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions, and other factors that our board of directors may deem relevant. 45 Risks Related to Doing Business in Hong Kong and China The introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.
The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions, and other factors that our board of directors may deem relevant. 50 Risks Related to Doing Business in Hong Kong and China The introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.
Our failure to achieve or maintain profitability could negatively impact the value of our business. We may not be able to continue to operate as a going concern.
Our failure to achieve or maintain profitability could negatively impact on the value of our business. We may not be able to continue to operate as a going concern.
As to the date of this report, we and our subsidiaries have not been involved in any investigations into cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. 54 On August 8, 2006, six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009.
As to the date of this report, we and our subsidiaries have not been involved in any investigations into cybersecurity review initiated by any PRC regulatory authority, nor have any of them received any inquiry, notice or sanction. 59 On August 8, 2006, six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009.
This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain a significant decline in the value of our shares. 53 NASDAQ may apply additional and more stringent criteria for our continued listing.
This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain a significant decline in the value of our shares. 58 NASDAQ may apply additional and more stringent criteria for our continued listing.
To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer a loss of customer funds. 34 Risks Related to Our Business We are not currently profitable and may not become profitable.
To the extent natural disasters or other catastrophic events concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme we may suffer a loss of customer funds. 35 Risks Related to Our Business We are not currently profitable and may not become profitable.
In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our future business and operating results. 48 Interpretation of PRC laws and the implementation of National Security Law in Hong Kong involve uncertainty.
In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our future business and operating results. 53 Interpretation of PRC laws and the implementation of National Security Law in Hong Kong involve uncertainty.
Additionally, changes in the laws and regulations that govern our collection, use, and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data, limit our marketing activities, and adversely affect our business, operating results, and financial condition. 44 Risks Related to Doing Business in Southeast Asia and East Asia Our business is subject to the risks of international operations.
Additionally, changes in the laws and regulations that govern our collection, use, and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data, limit our marketing activities, and adversely affect our business, operating results, and financial condition. 49 Risks Related to Doing Business in Southeast Asia and East Asia Our business is subject to the risks of international operations.
If the price of crypto assets or the demand for trading crypto assets declined, our business, operating results, and financial condition would be adversely affected, and the price of our Common Stock could decline. 38 If we are unable to gain any significant market acceptance for our service or establish a significant market presence, we may be unable to generate sufficient revenue to continue our business.
If the price of crypto assets or the demand for trading crypto assets declined, our business, operating results, and financial condition would be adversely affected, and the price of our Common Stock could decline. 39 If we are unable to gain any significant market acceptance for our service or establish a significant market presence, we may be unable to generate sufficient revenue to continue our business.
If we are unable to increase customer support and improve our platform in the face of increasing competition, with the increase in competition, our ability to sell our services to potential customers could adversely affect our brand, which would harm our reputation. 39 Our use of open-source and third-party software could impose limitations on our ability to commercialize our services.
If we are unable to increase customer support and improve our platform in the face of increasing competition, with the increase in competition, our ability to sell our services to potential customers could adversely affect our brand, which would harm our reputation. 40 Our use of open-source and third-party software could impose limitations on our ability to commercialize our services.
This concentration of ownership in our shares by executive officers will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 58 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
This concentration of ownership in our shares by executive officers will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 63 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Common Stock may increase or decrease significantly. 36 Our revenue is dependent on the prices of crypto assets and the volume of transactions conducted on our platform.
Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Common Stock may increase or decrease significantly. 37 Our revenue is dependent on the prices of crypto assets and the volume of transactions conducted on our platform.
Such damage, expenditures and business interruption could seriously impact our business, financial condition, and results of operations. Adverse development in our existing areas of operation could adversely impact our results of operations, cash flows and financial condition. Our operations focus on utilizing the sales efforts which are principally located in Southeast Asia and East Asia.
Such damages, expenditures and business interruption could seriously impact on our business, financial condition, and results of operations. Adverse development in our existing areas of operation could adversely impact our results of operations, cash flows, and financial condition. Our operations focus on utilizing the sales efforts which are principally located in Southeast Asia and East Asia.
Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. 52 The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.
Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. 57 The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.
If realized, any of these risks could have a material adverse effect on our business, financial condition, and operating results. 35 Our operating results have and will significantly fluctuate, and this will be due to the highly volatile nature of crypto.
If realized, any of these risks could have a material adverse effect on our business, financial condition, and operating results. 36 Our operating results have and will significantly fluctuate, and this will be due to the highly volatile nature of crypto.
Loke, Che Chan Gilbert own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. Currently, Mr. Lee, Chong Kuang, our CEO. and his spouse own approximately 25% of our outstanding shares of Common Stock, and Mr.
Loke, Che Chan Gilbert own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. Currently, Mr. Lee, Chong Kuang, our CEO and his spouse own approximately 22% of our outstanding shares of Common Stock, and Mr.
In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2024 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2025 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation, business, operating results, and financial condition. 43 We obtain and process a large amount of sensitive customer data.
Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation, business, operating results, and financial condition. 48 We obtain and process a large amount of sensitive customer data.
Centurion is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection.
SFAI is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection.
Centurion is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection.
SFAI is outside the jurisdiction of Hong Kong and China and has assured us that if requested, they shall cooperate and deliver the work papers of our Chinese subsidiaries to the PCAOB for inspection.
The PRC Cyber Security Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017, provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations within the territory of the PRC should be stored within the territory of the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.
The PRC Cyber Security Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017, and was amended on October 28, 2025, provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations within the territory of the PRC should be stored within the territory of the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.
We are not aware of any reasons to believe or conclude that Centurion would not permit an inspection by PCAOB or may not be subject to such an inspection.
We are not aware of any reasons to believe or conclude that SFAI would not permit an inspection by PCAOB or may not be subject to such an inspection.
Violations of the FCPA or Chinese anti-corruption rel evant laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect their business, operating results, and financial condition.
Violations of the FCPA or Chinese anti-corruption relevant laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect their business, operating results, and financial condition.
We are not aware of any reasons to believe or conclude that Centurion would not permit an inspection by PCAOB or may not be subject to such an inspection.
We are not aware of any reasons to believe or conclude that SFAI would not permit an inspection by PCAOB or may not be subject to such an inspection.
No assurance that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.
No assurance that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory for the Company.
Our auditor, JP Centurion & Partners PLT (“Centurion”), is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
Our auditor, SFAI Malaysia PLT (“SFAI”), is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
Any of the foregoing things could result in damage to our reputation and customer confidence in the security of our products and services and could require us to incur significant costs to eliminate or alleviate the problem. Additionally, our ability to transact businesses may be adversely affected.
Any of the foregoing factors could result in damage to our reputation and customer confidence in the security of our products and services and could require us to incur significant costs to eliminate or alleviate the problem. Additionally, our ability to transact business may be adversely affected.
The security of our computer systems may compromise and harm our business. A huge portion of our business operations is conducted through the use of our computer network.
The security of our computer systems may compromise and harm our business. A huge portion of our business operations is conducted using our computer network.
Loke, Che Chan Gilbert, our CFO, and his sons in aggregate own approximately 19% of our outstanding shares of Common Stock, collectively 44%. As a result, Messrs.
Loke, Che Chan Gilbert, our CFO, and his sons in aggregate own approximately 16% of our outstanding shares of Common Stock, collectively 38%. As a result, Messrs.
Risks Related to the COVID-19 Pandemic and Other Natural Disasters We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by human-caused problems such as terrorism, which could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Risks Related to Natural Disasters and Public Health Crises We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by human-caused problems such as terrorism, which could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Our auditor, JP Centurion & Partners PLT (“Centurion”), is headquartered in Kuala Lumpur, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
Our auditor, SFAI Malaysia PLT (“SFAI”), is headquartered in Selangor, Malaysia. and is the independent registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.
We intend to incorporate open-source software into our platform.
We intend to incorporate open-source software onto our platform.
As of and for the year ended December 31, 2024, we recorded a net loss of $725,827, an accumulated deficit of $37,264,379 and a negative cash flow of $1,360,454 in operating activities. We expect we may incur operating losses and negative operating cash flows for the near future, and we may not achieve profitability.
As of and for the year ended December 31, 2025, we recorded a net loss of $2,982,333, an accumulated deficit of $40,246,712 and a negative cash flow of $1,790,250 in operating activities. We expect we may incur operating losses and negative operating cash flows for the near future, and we may not achieve profitability.
For the year ended December 31, 2024, the Company recorded a net loss of $725,827 and used cash in operating activities of $1,360,454, and as of December 31, 2024, we incurred an accumulated deficit of $37,264,379.
For the year ended December 31, 2025, the Company recorded a net loss of $2,982,333 and used cash in operating activities of $1,790,250, and as of December 31, 2025, we incurred an accumulated deficit of $40,246,712.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of the shares. In the event that our shares trade under $5.00 per share, they will be considered penny stock.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are not related to the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of the shares. If we issue 8,500,000 shares of Common Stock in the proposed Forekast share exchange, existing stockholders will experience substantial dilution.
Uncertainties or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition. 42 Risks Related to Cybersecurity Cyberattacks and security breaches of our platform, or those impacting on our customers or third parties, could adversely affect our brand, reputation, business, operating results, and financial condition.
Uncertainties or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition. 43 Risks Relating to Green-X and Its Business of Digital Asset Exchange The slowing or stopping of the development or acceptance of blockchain networks and blockchain-based assets could have a material adverse effect on the successful development and adoption of our business.
For the concerns, we may be subject to the additional and more stringent criteria of NASDAQ for our continued listing. The current tension in international trade, particularly regarding U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.
Any of these consequences could materially and adversely affect our business, financial condition, results of operations, and the ability of stockholders to sell their shares. The current tension in international trade, particularly regarding U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.
Removed
In 2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset.
Added
Our business depends on the continued growth, development, and acceptance of blockchain networks, digital assets, and related technologies, which are subject to a high degree of uncertainty.
Added
Key factors influencing the further development of blockchain networks and digital assets include the global adoption of digital assets and blockchain technology; regulatory and quasi-government restrictions on access to and operation of blockchain networks; and the maintenance of open-source protocols that support blockchain networks.
Added
Additional factors, such as shifts in consumer demographics and public preferences, the availability of alternative transaction methods, the potentially speculative nature of digital assets, and economic conditions domestically and globally, also contribute to this uncertainty.
Added
If blockchain adoption, acceptance, or functionality slows, halts, or changes in a way that diminishes our ability to grow our exchange and custody businesses, our financial condition and growth prospects could be materially and adversely affected. The future development and growth of the digital asset industry is subject to a variety of factors that are difficult to predict and evaluate.
Added
If the market for digital assets declines or does not grow as we expect in terms of value, volume, or demand, our business, operating results, and financial condition could be materially adversely affected. Further, the future growth and development of the digital asset ecosystem is uncertain.
Added
Blockchain technology, digital assets, smart contracts, dApps, and DeFi are components of a new and evolving paradigm that is subject to a variety of factors that are difficult to evaluate, including: ● extreme price volatility or “black swan” events (i.e., highly improbable, unexpected occurrences with significant consequences that are extremely difficult to predict beforehand) with respect to different digital assets; ● many blockchain networks have limited operating histories and are still in the process of development, which will affect the design, supply, issuance, functionality, and governance of their respective digital assets and underlying blockchain networks.
Added
Any of these factors could adversely affect their respective digital assets; ● many blockchain networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, and adversely affect the associated digital assets; ● technical issues, such as bugs or vulnerabilities in protocols, have led to disabled functionalities, exposure of personal information, and theft of users’ assets.
Added
These issues often require resolution by global miners, users, and developer communities, and their recurrence could undermine trust in digital assets; ● with respect to hardware used in connection with wallets and blockchain networks, there are risks related to technological obsolescence, the vulnerability of the global supply chain and difficulty in obtaining new hardware; ● several large networks, including Bitcoin, Ethereum, and Solana, are developing new features to address fundamental speed, scalability, and energy usage issues.
Added
If these issues are not successfully addressed or are unable to achieve widespread adoption, they could adversely affect the underlying digital assets; ● many digital assets and their underlying blockchain networks have identified security issues, bugs, and software errors, some of which have been exploited by malicious actors.
Added
There are also inherent security weaknesses in some digital assets, e.g., when creators of certain blockchain networks use procedures which could allow hackers to counterfeit tokens. Any weaknesses identified with a digital asset could adversely affect its price, security, liquidity, and adoption.
Added
If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of these computers) obtains a majority of the compute or staking power on a blockchain network, the actor or botnet might be able to manipulate transactions, which could cause significant financial losses to holders, damage the network’s reputation and security, and adversely affect its value; ● the development of new technologies for mining, such as improved application-specific integrated circuits, and changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks, lead to increased liquid supply of digital assets, and reduce a digital asset’s price and attractiveness; ● if rewards and transaction fees for miners or validators on any blockchain network are not sufficiently high to attract and retain miners or validators, a digital asset’s network security and speed may be adversely affected, increasing the likelihood of a malicious attack; ● many digital assets have concentrated ownership or an admin key, allowing a small group of holders to have significant unilateral control and influence over key decisions related to their blockchain networks or protocols, such as governance decisions and protocol changes, as well as the market price of such digital assets; ● the governance of many decentralized blockchain networks and protocols is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions.
Added
As a result, there may be a lack of consensus or clarity on the governance of any particular blockchain network or protocol, a lack of incentives for developers to maintain or develop the network or protocol, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network or protocol’s utility and ability to respond to challenges and grow; 44 ● many blockchain networks and protocols are in the initial stages of developing partnerships and collaborations, any one or more of which may not succeed and adversely affect the usability and adoption of their respective digital assets; ● digital assets have only recently become selectively accepted as a means of payment by retail and commercial outlets, and the use of digital assets by consumers to pay such retail and commercial outlets remains limited.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2024.
Biggest changeThis approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2025.
Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group. 59
Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group. 64

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeInvestment for rental income and capital gains Units 6, 7 and 8, 22/F., Di Wang Building, No. 5002 Shennan Dong Road, Luohu District, Shenzhen, China Greenpro Management Consultancy Limited Self-use business premises Units A8, B1, B6, B7, C9, D8 of 14/F. and roofs, Wang Cheung Industrial Building, 6 Tsing Yeung Circuit, Tuen Mun, New Territories, Hong Kong Forward Win International Limited Investment for rental income and capital gains We believe that the current facilities are adequate for our current needs.
Biggest changeHolding investment for rental income and capital gains Units 6, 7 and 8, 22/F., Di Wang Building, No. 5002 Shennan Dong Road, Luohu District, Shenzhen, China Greenpro Management Consultancy Limited Self-use business premises Units A8, B1, B6, B7, C9, D8 of 14/F. and roofs, Wang Cheung Industrial Building, 6 Tsing Yeung Circuit, Tuen Mun, New Territories, Hong Kong Forward Win International Limited Holding investment for rental income and capital gains We believe that the current facilities are adequate for our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe matter is in the discovery phase, and the Company intends to continue vigorously defending this matter. The arbitration final hearing is scheduled to be held in Las Vegas, Nevada on January 12-16, 2026. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 60 PART II
Biggest changeThe arbitration remains in the discovery phase, and the Company intends to vigorously defend this matter. A final arbitration hearing is currently scheduled to be held in Las Vegas, Nevada, from July 14 through July 17, 2026. The Company is currently unable to reasonably estimate the possible loss or range of losses, if any, that may result from this proceeding.
(“MFAI”) filed a Complaint against the Company, alleging that on or about April 21, 2021, MFAI and the Company entered into a contract (the “Contract”) by which MFAI agreed to create 7,700 non-fungible tokens (“NFT”) in exchange for sixteen million dollars ($16,000,000) worth of shares of the Company.
MFAI alleges that on or about April 21, 2021, MFAI and the Company entered into a contract (the “Contract”) pursuant to which MFAI agreed to create approximately 7,700 non-fungible tokens (“NFTs”) in exchange for $16 million in shares of the Company’s common stock.
On October 18, 2021, the Company filed a motion, denying all the material allegations of the Complaint, and seeking to stay the case and compel arbitration pursuant to the purported Contract.
On October 18, 2021, the Company filed a motion, denying all the material allegations of the complaint, and seeking to stay the litigation and compel arbitration pursuant to the purported the Contract’s arbitration clause. The Company’s motion sought only to enforce the arbitration provision and otherwise denied the existence of a valid and binding contract.
On or about April 1, 2022, MFAI filed a Request for Arbitration with Judicial Arbitration and Mediation Services, Inc. (JAMS) dispute resolution services, in response to which the Company filed a Statement of Answer, denying the material allegations of the Complaint, which the Company deems to be without merit.
Over MFAI’s opposition, the court granted the Company’s motion and stayed the proceeding pending arbitration. On or about April 1, 2022, MFAI filed a Request for Arbitration with Judicial Arbitration and Mediation Services, Inc. (JAMS). The Company subsequently filed its Statement of Answer, denying the material allegations and asserting that the claims are without merit.
The Complaint asserts causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000) in damages, specific performance by the Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
MFAI contends that the Company breached the Contract by refusing delivery of the NFTs and failing to issue the agreed-upon shares. The complaint asserts cause of action for breach of contract, special damages, and promissory estoppel, and seeks approximately $66 million in damages, specific performance of the alleged Contract, and attorney’s fees and costs.
Removed
ITEM 3. LEGAL PROCEEDINGS On August 24, 2021, Plaintiff, Millennium Fine Art Inc.
Added
ITEM 3. LEGAL PROCEEDINGS On August 24, 2021, Millennium Fine Art Inc. (“MFAI”) filed a complaint against the Company in the 8 th District Court of Clark County, State of Nevada, captioned Millennium Fine Art Inc. v. Greenpro Capital Corp. (Case No. A-21-840033-B).
Removed
MFAI claims that the Company breached the Contract by refusing delivery of the NFTs and not delivering $16 million worth of shares to MFAI.
Added
Management does not believe, based on information presently available, that the outcome of this matter will have a material adverse effect on the Company’s financial condition or results of operations; however, an adverse determination could have such an effect. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 65 PART II
Removed
In its motion, the Company only sought to enforce the terms of the Contract as it relates to arbitration but otherwise denied the existence of a valid and binding contract. Over MFAI’s opposition, the Court granted the Company’s motion, and stayed the case, pending the resolution of the Parties’ arbitration of the dispute.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn April 8, 2025, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $0.89. As of April 9, 2025, we had 7,575,813 shares of our Common Stock issued and outstanding. There were approximately 190 record holders of our Common Stock. Such number does not include any shareholders holding shares in nominee or “street name”.
Biggest changeOn March 27, 2026, the closing price for our Common Stock as reported on the NASDAQ Capital Market was $2.72. As of March 30, 2026, we had 8,625,813 shares of our Common Stock issued and outstanding. There were approximately 195 record holders of our Common Stock. Such number does not include any shareholders holding shares in nominee or “street name”.
Recent Sales of Unregistered Securities All sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation D and/or Rule 903 of Regulation S promulgated thereunder. During 2024 and 2023, the Company did not issue any shares of its Common Stock.
Recent Sales of Unregistered Securities All sales of unregistered Common Stock of the Company were made in reliance upon Section 4(a)(2) of the Securities Act, Regulation D and/or Rule 903 of Regulation S promulgated thereunder. During 2024, the Company did not issue any shares of its Common Stock.
Transfer Agent and Registrar The transfer agent for our capital stock is VStock Transfer, LLC, whose business address is 18 Lafayette Place, Woodmere, NY 11598 and telephone number is 212-828-8436. Repurchase of Common Stock None. 61 ITEM 6. [Reserved]
Transfer Agent and Registrar The transfer agent for our capital stock is VStock Transfer, LLC, whose business address is 18 Lafayette Place, Woodmere, NY 11598 and telephone number is 212-828-8436. Repurchase of Common Stock None. 66 ITEM 6. [Reserved]
Added
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.
Added
A list of the sales and issuance of the Company’s Common Stock during 2025 is set forth below: Name of Shareholder Shares of Common Stock Issued Cash Proceeds from Share Issuance Poon, Tsz Yu (1) 50,000 $ 50,000 Tan, Lee Sha (1) 125,000 125,000 Chui, Sang Derek (1) 50,000 50,000 Ho, Tak Leung (1) 20,000 20,000 Good Girl Environmental Plant Research Center Limited (1), (2), (5) 555,000 665,000 Ngai, Suk Fun (3) 50,000 65,000 Lam, Hung Tak (3) 20,000 26,000 Yeung, Kam Shing William (3), (4) 50,000 65,000 Kwan, Tak Hing (3) 10,000 13,000 Tam, Kwai Ching (4) 20,000 26,000 Song, Shijie (4) 100,000 130,000 Total 1,050,000 $ 1,235,000 (1) On June 10, 2025, the Company entered into subscription agreements with five (5) individual investors, providing for the private placement of an aggregate of 500,000 shares of the Company’s Common Stock, par value $0.0001, at a per share purchase price of $1.00 for cash proceeds of $500,000.
Added
(2) On June 23, 2025, the Company entered into a subscription agreement with one (1) individual investor, providing for the private placement of 200,000 shares of the Company’s Common Stock, par value $0.0001, at a per share purchase price of $1.30 for cash proceeds of $260,000.
Added
(3) On October 1, 2025, the Company entered into subscription agreements with four (4) individual investors, providing for the private placement of an aggregate of 100,000 shares of the Company’s Common Stock, par value $0.0001, at a per share purchase price of $1.30 for cash proceeds of $130,000.
Added
(4) On November 14, 2025, the Company entered into subscription agreements with three (3) individual investors, providing for the private placement of an aggregate of 150,000 shares of the Company’s Common Stock, par value $0.0001, at a per share purchase price of $1.30 for $195,000.
Added
(5) On December 18, 2025, the Company entered into subscription agreements with one (1) individual investor, providing for the private placement of an aggregate of 100,000 shares of the Company’s Common Stock, par value $0.0001, at a per share purchase price of $1.50 for cash proceeds of $150,000.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+26 added−11 removed19 unchanged
Biggest changeThe net cash used in operating activities in 2024 primarily consisted of a net loss of $725,827, a gain on disposal of other investments of $324,917, a decrease in deferred revenue of $862,404, an increase in digital assets of $192,398 and offset by an increase in accounts payable and accrued liabilities of $250,412 and a decrease in prepaids and other current assets of $179,857, while the net cash used in operating activities in 2023 was mainly from a reversal of impairment of other investment of $6,882,000, a reversal of write-off notes receivable of $600,000 and a decrease in deferred revenue of $758,840 and offset by net income for the year of $1,049,699, impairment of other investments of $4,982,000, impairment of other receivable of $60,000 and provision for credit losses of $584,919.
Biggest changeThe net cash used in operating activities in 2024 primarily consisted of a net loss of $725,827, a gain on disposal of other investments of $324,917, a decrease in deferred revenue of $862,404, an increase in digital assets of $192,398 and offset by an increase in accounts payable and accrued liabilities of $250,412 and a decrease in prepaids and other current assets of $179,857.
One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high-growth companies to support such companies during critical growth periods, which will include education and support services, and (2) searching the investment opportunities in selected start-up and high-growth companies, which may generate significant returns to the Company.
One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high-growth companies to support such companies during critical growth periods, which will include education and support services, and (2) searching for investment opportunities in selected start-up and high-growth companies, which may generate significant returns to the Company.
During 2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and 7% of the service revenue for the year ended December 31, 2024, respectively.
During 2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,459 and REBLOOD Biotech Corp. (“REBLOOD”) of $66,245, in aggregate representing approximately 59% of the related party service revenue and 7% of the service revenue for the year ended December 31, 2024.
Net Loss Attributable to Noncontrolling Interests The Company recorded a net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.
Net Loss Attributable to Non-controlling Interest The Company recorded net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.
The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”), revenue from the rental of real estate properties and revenue from the sale of real estate properties.
The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”), revenue from the rental of real estate properties, and the sale of real estate properties (“real estate revenue”).
In accordance with the provisions of ASC 360, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level.
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.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2024, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s financial statements on December 31, 2025, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2024, and 2023, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2025, and 2024, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report.
During the years ended December 31, 2024, and 2023, we principally operated in three regions: Hong Kong, China, and Malaysia. We derived revenues from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial properties, respectively.
During the years ended December 31, 2025, and 2024, we principally operated in three regions: Hong Kong, China, and Malaysia. We derived revenues from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial properties, respectively.
Our related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or a certain percentage of interest in those companies, or the Company can exercise significant influence over those companies’ financial and operating policy decisions.
Our related parties are mainly those companies, in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain number of shares or a certain percentage of interest in those companies, or the Company can have significant influence over those companies’ financial and operating policy decisions.
During 2024, cash provided by investing activities was composed of the proceeds from the disposal of other investments of $322,820, proceeds from real estate held for investment of $267,985 and proceeds from real estate held for sale of $15,632, offset by the purchase of equipment of $5,068 and purchase of other investment of $92.
During 2024, the cash provided by investing activities was composed of the proceeds from the disposal of other investments of $322,820, proceeds from real estate held for investment of $267,985 and proceeds from real estate held for sale of $15,632, offset by the cash used in the purchase of equipment of $5,068 and purchase of other investment of $92.
The Company has been a 60% shareholder of FWIL since inception. On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of loan from the NCI (the “Acquisition”).
The Company had been a 60% shareholder of FWIL since its inception. On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by the distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of a loan from the NCI (the “Acquisition”).
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 64 Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2024.
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 69 Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2025.
Despite the amount of funds that the Company has raised, 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.
Despite the amount of funds that the Company has raised in the past, 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.
During 2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr. Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024.
For the year ended December 31, 2024, digital revenue from related parties totaled $21,000. During 2024, related party digital revenue principally includes revenue generated from our Chief Executive Officer, Lee, Chong Kuang (“Mr. Lee”), of $20,000, representing approximately 95% of revenue from the related party digital revenue for the year ended December 31, 2024.
(“ISRA Consulting/Shariah Adviser of the platform”) is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations. ISRA Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023. The Pronouncement was valid for one (1) renewable year from the signing date it was born.
(“ISRA Consulting” or “Shariah Adviser of the platform”) is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations. ISRA Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023. The Pronouncement was valid for one (1) renewable year from the signing date.
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.
Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, 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.
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 shareholders, in the case of equity financing. Operating activities Net cash used in operating activities was $1,360,454 and $1,594,718 for the years ended December 31, 2024, and 2023, respectively.
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 shareholders, in the case of equity financing. Operating activities Net cash used in operating activities was $1,790,250 and $1,360,454 for the years ended December 31, 2025, and 2024, respectively.
In 2024, net other income mainly consisted of other income from gain on disposal of investments of $324,917, gain on disposal of real estate held for investment of $21,634 and interest income of $19,161, while other expenses mainly consisted of impairment of other investments of $87,425 and impairment of goodwill of $82,561.
In 2024, the net other income mainly consisted of other income from a gain on disposal of investments of $324,917, a gain on disposal of real estate held for investment of $21,634 and interest income of $19,161, offset by impairment of other investments of $87,425 and impairment of goodwill of $82,561.
It primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of digital platforms and digital assets. Cost of rental revenue Cost of rental revenue was $22,825 and $36,613 for the years ended December 31, 2024, and 2023, respectively.
It primarily consists of the cost of technical advisory and IT support to blockchain-based services, directly attributable to the cost of digital platforms and digital assets. Cost of Rental Revenue Cost of rental revenue was $14,393 and $22,825 for the years ended December 31, 2025, and 2024, respectively.
In 2024, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,492,531, directors’ salaries and compensation of $720,658, advertising and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223, rent and rates of $114,208, and audit, legal, and other professional fees of $447,342.
In 2024, our G&A expenses primarily consisted of staff costs of $1,618,143, directors’ salaries and compensation of $720,658, advertising and marketing of $262,326, consulting fee of $141,512, provision for credit losses of $90,223, rent and rates of $114,208, and audit, legal, and other professional fees of $447,342.
Impairment of long-lived assets Long-lived assets primarily include real estate held for investment, real estate held for use, furniture and equipment, and intangible assets.
Impairment of long-lived assets Long-lived assets primarily include real estate held for investment, property and equipment, and intangible assets.
Service Business Revenue Revenue from the provision of business services was $3,091,903 and $3,379,596 for the years ended December 31, 2024, and 2023, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting, and financial analysis services.
Service Business Revenue Revenue from the provision of business services was $1,843,968 and $3,091,903 for the years ended December 31, 2025, and 2024, respectively. It was derived principally from the provision of business consulting and advisory services, as well as company secretarial, accounting, and financial analysis services.
As of December 31, 2024, amounts due from related parties mainly include amounts due from GGCVSB of $772,311, GTL of $90,207 and FBHI of $90,000, while amounts due to related parties mainly include Mr. Loke’s wholly owned company, Falcon Certified Public Accountants Limited (“FCPA”) of $22,820 and Mr. Lee of $20,677, respectively.
Loke’s wholly owned company, Falcon Certified Public Accountants Limited (“FCPA”), of $91,209. As of December 31, 2024, amounts due from related parties mainly include amounts due from GGCVSB of $772,311, FBHI of $90,000 and GTL of $90,207, while amounts due to related parties mainly include FCPA of $22,820 and our CEO, Mr.
For the years ended December 31, 2024, and 2023, related party G&A expenses totaled $149,817 and $122,880, respectively. During 2024, related party general and administrative (“G&A”) expenses include consulting fees paid to Ms. Yap Pei Ling (“Ms. Yap”), spouse of our Chief Executive Officer, Mr. Lee of $14,996, Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd.
For the years ended December 31, 2025, and 2024, related party G&A expenses totaled $145,505 and $149,817, respectively. During 2025, related party G&A expenses included consulting fees paid to Ms. Yap, Pei Ling (“Ms. Yap”), spouse of our Chief Executive Officer, Mr. Lee of $13,850, Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd.
For the years ended December 31, 2024, and 2023, cost of service revenue to related parties was $10,934 and $23,280, respectively. During 2024, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,054, Falcon Consulting Limited (“FCL”) of $2,130 and Loke Yu (“Jimmy”) of $3,750, respectively.
For the years ended December 31, 2025, and 2024, cost of service revenue to related parties was $14,642 and $10,934, respectively. During 2025, related party cost of service revenue includes cost of services paid to Falcon Management Limited (“FML”) of $5,000, Falcon Consulting Limited (“FCL”) of $2,142, and Loke Yu (“Jimmy”) of $7,500, respectively.
Non-cash net expenses totaled $159,679 and non-cash net income totaled $1,617,347 and for the years ended December 31, 2024, and 2023, respectively.
Non-cash net expenses totaled $1,132,696 and $159,679 for the years ended December 31, 2025, and 2024, respectively.
Contractual Obligations As of December 31, 2024, one of our subsidiaries, leases one office in Hong Kong under a non-cancellable operating lease, with a term of two years commencing from March 15, 2023, to March 14, 2025.
Contractual Obligations As of December 31, 2025, one of our subsidiaries has an operating lease agreement for one office space in Hong Kong with a non-cancellable term of two years from March 15, 2023, to March 14, 2025, and a cancellable term of one year from March 15, 2025, to March 14, 2026.
After the Acquisition, FWIL becomes the wholly owned subsidiary of the Company and no profit or loss attributable to the NCI thereafter. The Company recorded net losses attributable to noncontrolling interests of $10,543 and $23,886 for the years ended December 31, 2024, and 2023, respectively.
After the Acquisition, FWIL becomes the wholly owned subsidiary of the Company, and hence no profit or loss was attributable to the NCI thereafter. The Company recorded a net loss attributable to the NCI of $10,543 for the year ended December 31, 2024.
The Company incurred operating losses and had net cash used in operating activities during the past two years. Investing activities Net cash provided by investing activities was $601,277 for the year ended December 31, 2024, as compared to net cash used in investing activities of $94,640 for the year ended December 31, 2023.
The Company incurred operating losses and had net cash used in operating activities during the past two years. Investing activities Net cash provided by investing activities was $37,162 and $601,277 for the years ended December 31, 2025, and 2024, respectively.
During 2024, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $11,895, Greenpro Trust Limited (“GTL”) of $35,685, and SEATech Ventures Corp. (“SEATech”) of $55. During 2023, the related party other income includes other income generated from Acorn of $8,862, GTL of $5,747 and SEATech of $33,000.
During 2025, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $10,773 and Greenpro Trust Limited (“GTL”) of $27,956. During 2024, related party other income includes other income generated from Acorn of $11,895, GTL of $35,685, and SEATech Ventures Corp. (“SEATech”) of $55.
Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise in preparation for its renewal. The Shariah review followed a specific methodology and serves as the basis for the renewal decision.
Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise in preparation for its renewal. The Shariah review followed a specific methodology and serves as the basis for the renewal decision. Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah.
FML is wholly owned by our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”), FCL is wholly owned by Mr. Loke’s spouse and Jimmy is Mr. Loke’s brother. During 2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp. (“SEATech”) of $23,280.
FML is wholly owned by our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”), FCL is wholly owned by Mr. Loke’s spouse, and Jimmy is Mr. Loke’s brother. During 2024, related party cost of service revenue includes cost of services paid to FML of $5,054, FCL of $2,130 and Jimmy of $3,750, respectively.
During 2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation (“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320, respectively. Impairment of related party investments was $87,425 and $4,982,000 for the years ended December 31, 2024, and 2023, respectively.
During 2024, gain on disposal of related party investments includes the gain from the sale of common stock of Agape ATP Corporation (“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320. A reversal of impairment of related party investment represents the reversal of impairment of Jocom of $150 for the year ended December 31, 2025.
For the year ended December 31, 2024, related party interest income was $5,073. During 2024, the related-party interest income includes interest income generated from GTL of $962 and GTL’s subsidiary, Greenpro Custodian Service Limited of $4,111. For the year ended December 31, 2024, gain on disposal of related party investments was $324,917.
For the years ended December 31, 2025, and 2024, related party interest income was $6,103 and $5,073, respectively. During 2025, related party interest income includes interest income generated from GTL of $1,616 and GTL’s subsidiary, Greenpro Custodian Service Limited (“GCSL”) of $4,487. During 2024, related-party interest income includes interest income generated from GTL of $962 and GCSL of $4,111.
As of December 31, 2024, the future minimum lease payments under this lease in the aggregate are approximately $15,745 and are due as follows: 2025: $4,609, 2026: $4,609 and 2027 and thereafter: $6,527. Related Party Transactions For the years ended December 31, 2024, and 2023, related party service revenue totaled $364,336 and $1,425,577, respectively.
As of December 31, 2025, the future minimum lease payments under this lease in the aggregate are approximately $12,266 and are due as follows: 2026: $5,077, 2027: $5,077 and 2028: $2,112. Related Party Transactions For the years ended December 31, 2025, and 2024, related party service revenue totaled $58,861 and $364,336, respectively.
On December 31, 2024, the future minimum rental payment under this lease in the aggregate is approximately $20,041 and is due as follows: 2025: $20,041.
On December 31, 2025, the future minimum rental payments under this lease in the aggregate is approximately $20,001 and is due in the first quarter of 2026.
They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative expenses “G&A”. Loss from operations was $969,278 and $1,503,178 for the years ended December 31, 2024, and 2023, respectively.
They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative (“G&A”) expenses. The Company incurred $3,818,580 and $4,039,243 of G&A expenses for the years ended December 31, 2025, and 2024, respectively. Loss from operations for the years ended December 31, 2025, and 2024 was $2,152,416 and $969,278, respectively.
A table further describing our revenues and the cost of revenues is set forth below: Year ended December 31, 2024 2023 REVENUES: Service revenue (including $364,336 and $1,425,577 of service revenue from related parties for the years ended December 31, 2024, and 2023, respectively) $ 3,091,903 $ 3,379,596 Digital revenue (including $21,000 of digital revenue from related parties for the year ended December 31, 2024) 327,802 - Rental revenue 76,700 98,068 Total revenues 3,496,405 3,477,664 COST OF REVENUES: Cost of service revenue (including $10,934 and $23,280 of cost of revenue to related parties for the years ended December 31, 2024, and 2023, respectively) (355,120 ) (534,965 ) Cost of digital revenue (48,495 ) - Cost of rental revenue (22,825 ) (36,613 ) Total cost of revenues (426,440 ) (571,578 ) GROSS PROFIT 3,069,965 2,906,086 OPERATING EXPENSES: General and administrative (including $149,817 and $122,880 of general and administrative expenses to related parties for the years ended December 31, 2024, and 2023, respectively) (4,039,243 ) (4,409,264 ) LOSS FROM OPERATIONS (969,278 ) (1,503,178 ) 62 Comparison of the years ended December 31, 2024, and 2023 Total Revenues Total revenue was $3,496,405 and $3,477,664 for the years ended December 31, 2024, and 2023, respectively.
A table further describing our revenues and the cost of revenues is set forth below: Year ended December 31, 2025 2024 REVENUES: Service revenue (including $58,861 and $364,336 of service revenue from related parties for the years ended December 31, 2025, and 2024, respectively) $ 1,843,968 $ 3,091,903 Digital revenue (including $21,000 of digital revenue from related parties for the year ended December 31, 2024) 168,240 327,802 Rental revenue 61,349 76,700 Total revenues 2,073,557 3,496,405 COST OF REVENUES: Cost of service revenue (including $14,642 and $10,934 of cost of revenue to related parties for the years ended December 31, 2025, and 2024, respectively) (351,491 ) (355,120 ) Cost of digital revenue (41,509 ) (48,495 ) Cost of rental revenue (14,393 ) (22,825 ) Total cost of revenues (407,393 ) (426,440 ) GROSS PROFIT 1,666,164 3,069,965 OPERATING EXPENSES: General and administrative expenses (including $145,505 and $149,817 of general and administrative expenses to related parties for the years ended December 31, 2025, and 2024, respectively) (3,818,580 ) (4,039,243 ) LOSS FROM OPERATIONS $ (2,152,416 ) $ (969,278 ) 67 Comparison of the years ended December 31, 2025, and 2024 Total Revenues Total revenue was $2,073,557 and $3,496,405 for the years ended December 31, 2025, and 2024, respectively.
During 2024, impairment of related party investments includes impairment from investment of New Business Media Sdn. Bhd. (“NBMSB”) of $82,000, Angkasa-X of $2,800, Global Leaders Corporation of $900, ACT Wealth Academy Inc. of $600, Best2bid Technology Corp. of $550, Ata Global Inc. of $225, catTHIS of $200 and Jocom Holdings Corp. of $150, respectively.
Bhd. of $82,000, Angkasa-X Holdings Corp. of $2,800, Global Leaders Corporation of $900, ACT Wealth Academy Inc. of $600, Best2bid Technology Corp. of $550, Ata Global Inc. of $225, catTHIS Holdings Corp. of $200 and Jocom Holdings Corp. of $150. Loss on disposal of a related party investment, REBLOOD Biotech Corp. was $100 for the year ended December 31, 2024.
During 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 accumulated deficit of $37,264,379.
During 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 accumulated deficit of $40,246,712.
It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants. A decrease in the cost of rental revenue was mainly due to 40% of FWIL’s real estate properties being distributed to its NCI in April 2024.
It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants.
(“BISB”) of $13,814 and Mr. Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $80,714, a Malaysian company jointly owned by Mr. Lee and Mr. Loke. During 2023, related party G&A expenses include computer expenses paid to First Bullion Holdings Inc. (“FBHI”) of $21,780, consulting fees paid to Ms.
(“BISB”), of $14,057 and FML of $31,420, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $86,178, a Malaysian company jointly owned by Mr. Lee and Mr. Loke. During 2024, related party G&A expenses include consulting fees paid to Ms.
It was derived from the digital platform service of $195,881 and the trading of digital assets of $131,921, respectively, during 2024. Real Estate Business Rental Revenue Revenue from rentals was $76,700 and $98,068 for the years ended December 31, 2024, and 2023, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia.
We experienced a decrease in digital revenue as a drop in income from both the sales of GX Token and the platform services during 2025. Real Estate Business Rental Revenue Revenue from rentals was $61,349 and $76,700 for the years ended December 31, 2025, and 2024, respectively. It was derived from the leasing properties in Malaysia and Hong Kong.
Recent accounting pronouncements Refer to Note 1 in the accompanying consolidated financial statements. 67 Liquidity and Capital Resources Our cash balance on December 31, 2024, was $1,124,818, as compared to $2,223,197 on December 31, 2023, a decrease of $1,098,379. We estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.
Recent accounting pronouncements Refer to Note 1 in the accompanying consolidated financial statements. 72 Liquidity and Capital Resources Our cash balance on December 31, 2025, was $636 , 659, as compared to $1,124,818 on December 31, 2024, a decrease of $488,159.
We expect our G&A expenses will slightly increase as we are developing our digital platform businesses through our Labuan subsidiary, Green-X Corp. and digital banking businesses through Global Business Hub Limited, a newly acquired subsidiary in Labuan. Other Income or Expenses Net other income was $247,890 and $2,559,706 for the year ended December 31, 2024, and 2023, respectively.
We expect our G&A expenses to slightly increase as we are developing our digital platform business through our Labuan subsidiary, Green-X Corp., and the digital banking businesses through another Labuan subsidiary, Global Business Hub Limited.
It primarily consists of employee compensation and related payroll benefits, company formation costs and other professional fees directly attributable to costs related to the services rendered. 63 Cost of digital revenue Cost of revenue for the provision of digital platform services and trading of digital assets was $48,495 and $0 for the years ended December 31, 2024, and 2023, respectively.
It primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees, directly attributable to costs related to the services rendered.
As of December 31, 2024, and 2023, other investments in related parties were $12,073 and $100,106, respectively. As of December 31, 2024, related party investments mainly include investment in GTL of $11,981. As of December 31, 2023, related party investments mainly include investments in NBMSB of $82,000 and GTL of $11,981, respectively.
As of December 31, 2024, deferred costs of revenue to related parties were $11,250 and 7,500 associated with Jimmy and FML, respectively. As of December 31, 2024, other investments in related parties were $12,073 which mainly include an investment in GTL of $11,981.
As a result, fewer property units were available for leasing and lower costs were incurred. Cost of real estate properties sold During the years ended December 31, 2024, and 2023, no real estate property was sold, and hence no cost was incurred.
Cost of Real Estate Properties Sold During the years ended December 31, 2025, and 2024, no real estate property was sold, and hence no cost was incurred. General and Administrative Expenses G&A expenses were $3,818,580 and $4,039,243 for the years ended December 31, 2025, and 2024, respectively.
Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah, the Pronouncement was renewed on September 20, 2024. Results of Operations For information regarding our controls and procedures, see Part–II, Item 9A - Controls and Procedures, of this Annual Report.
The Pronouncement was renewed on September 20, 2024, and is subject to further renewal from September 20, 2025, for one (1) year. As of the date of the report, the renewal process is still in progress. Results of Operations For information regarding our controls and procedures, see Part–II, Item 9A - Controls and Procedures, of this Annual Report.
We expect our rental income will be stable. Sale of Properties There was no revenue generated from the sale of real estate properties for the year ended December 31, 2024, and 2023, respectively. As opportunities permit, management expects the Company will continuously purchase and sell commercial properties.
We expect our rental income to be stable. Sale of Properties There was no revenue generated from the sale of real estate properties for the years ended December 31, 2025, and 2024, respectively. Total Operating Costs and Expenses Total operating costs and expenses were $4,225,973 and $4,465,683 for the years ended December 31, 2025, and 2024, respectively.
During 2023, net cash used in financing activities was mainly due to the advances to related parties of $604,066, offset by the collection of notes receivable of $600,000. During 2024 and 2023, the Company did not issue any shares of its Common Stock, and as of December 31, 2024, there were 7,575,813 shares of Common Stock issued and outstanding. 68
As of December 31, 2025, there were 8,625,813 shares of Common Stock issued and outstanding. During 2024, the Company did not issue any shares of its Common Stock, and as of December 31, 2024, there were 7,575,813 shares of Common Stock issued and outstanding. 73
Loke of $41. Amounts due from related parties were $954,184 and $750,860 as of December 31, 2024, and 2023, respectively. Amounts due to related parties were $57,497 and $389,274 as of December 31, 2024, and 2023, respectively.
Net accounts receivable from related party of $41 was recorded as of December 31, 2024. As of December 31, 2024, the net accounts receivable from a related party, was due from Mr. Loke of $41. Amounts due from related parties were $995,640 and $954,184 as of December 31, 2025, and 2024, respectively.
Cost of business services revenue The cost of revenue for the provision of business services was $355,120 and $534,965 for the years ended December 31, 2024, and 2023, respectively.
The increase in the loss from operations was mainly due to a decrease in our service business revenue of $1,247,935 during 2025. Cost of Service Business Revenue Cost of revenue from the provision of services was $351,491 and $355,120 for the years ended December 31, 2025, and 2024, respectively.
Yap of $37,799 and her wholly owned company, BISB, of $15,762, management fees paid to GGCVSB of $44,475 and marketing expenses paid to catTHIS of $3,064. 65 For the years ended December 31, 2024, and 2023, related party other income was $47,635 and $47,609, respectively.
Yap of $14,996, BISB of $13,814 and FCL of $40,293, and management fees paid to GGCVSB of $80,714. 70 For the years ended December 31, 2025, and 2024, related party other income was $38,729 and $47,635, respectively.
An increase of revenue was mainly due to the revenue generated from our digital platform and trading of digital assets of $327,802 during the year ended December 31, 2024. We expect revenue from our new business segment to steadily improve as we are expanding into the digital business.
The decrease of $1,422,848 was primarily due to a decrease in service business revenue during the year ended December 31, 2025. We expect revenue from our service business to recover slightly as we are exploring new markets.
In 2023, our G&A expenses primarily consisted of employees’ salaries and allowances of $1,409,361, directors’ salaries and compensation of $702,685, advertising and marketing of $189,536, consulting fee of $163,783, provision for credit losses of $584,919, rent and rates of $114,401, and audit, legal, and other professional fees of $497,919.
In 2025, our G&A expenses primarily consisted of staff costs of $1,508,563, directors’ salaries and compensation of $717,424, advertising and marketing of $116,347, consulting fee of $294,234, IT expenses of $120,101, rent and rates of $113,351, and audit, legal, and other professional fees of $451,553.
The decreased G&A expense of $370,021 was mainly derived from the decrease of provision for credit losses of $494,696 offset by the increase of employees’ salaries and allowances of $83,170 during the same period from 2023 to 2024.
The decreased G&A expense of $220,663 was mainly derived from the decrease in staff costs of $109,580 and advertising and marketing of $145,979 and provision for credit losses of $91,048, offset by the increase of consulting fee of $152,722 during 2025.
We expect revenue from our business services segment to recovery slightly as we are exploring new markets. Digital Revenue Revenue from digital platforms and trading digital assets was $327,802 and $0 for the years ended December 31, 2024, and 2023, respectively.
We experienced a decrease in service business revenue as fewer corporate advisory services including both listing and non-listing services were rendered during 2025. Digital Revenue Revenue from the digital platform and trading was $168,240 and $327,802 for the years ended December 31, 2025, and 2024, respectively.
During 2023, cash used in investing was composed of the purchase of equipment of $85,069. Financing activities Net cash used in financing activities was $208,768 and $5,968 for the year ended December 31, 2024, and 2023 respectively. During 2024, net cash used in financing activities was mainly due to the advances to related parties of $205,321.
Financing activities Net cash provided by financing activities was $1,234,025 for the year ended December 31, 2025, while net cash used in financing activities was $208,768 for the year ended December 31, 2024.
Corp. of $191,218 and Hypercube Inc. of $140,000, in aggregate representing approximately 89% of the related party service revenue and 38% of the service revenue for the year ended December 31, 2023, respectively. For the year ended December 31, 2024, digital revenue from related parties totaled $21,000.
During 2025, related party service revenue principally includes service revenue generated from Greenpro Trust Limited (“GTL”) of $16,137 and SEATech Ventures Corp. (“SEATech”) of $13,132, in aggregate representing approximately 50% of the related party service revenue and 2% of the service revenue for the year ended December 31, 2025.
During 2023, impairment of related party investments includes impairment from investment of Millennium Fine Art Inc. of $4,000,000, Ata Plus Sdn. Bhd. (“APSB”) of $736,000 and First Bullion Holdings Inc. of $246,000, respectively. Loss on disposal of a related party investment, REBLOOD Biotech Corp. was $100 for the year ended December 31, 2024.
For the years ended December 31, 2025, and 2024, gain on disposal of related party investments was $39,800 and $324,917, respectively. During 2025, gain on disposal of related party investment generated from the sale of common stock of Jocom Holdings Corp. (“Jocom”) of $39,800.
Removed
Accordingly, we expect revenue and costs attributable to the sale of properties to fluctuate on a going forward basis. Total Operating Costs and Expenses Total operating costs and expenses were $4,465,683 and $4,980,842 for the years ended December 31, 2024, and 2023, respectively.
Added
It was derived from the sale of our digital assets, GX Token, of $752 and provision of platform services and trading of other digital assets of $167,488 for the year ended December 31, 2025, and the sale of GX Token of $131,921 and provision of platform services and trading of other digital assets of $195,881 for the year ended December 31, 2024, respectively.
Removed
The decrease in loss from operations was mainly due to an increase in gross profit from our digital business of $279,307 and a decrease in G&A expenses of $370,021 for the year ended December 31, 2024.
Added
We experienced a slight decrease in other professional fees directly attributable to the provision of services for the year ended December 31, 2025. 68 Cost of Digital Revenue Cost of revenue for the provision of digital platform services and trading of digital assets was $41,509 and $48,495 for the years ended December 31, 2025, and 2024, respectively.
Removed
General and Administrative Expenses General and administrative (“G&A”) expenses were $4,039,243 and $4,409,264 for the years ended December 31, 2024, and 2023, respectively.
Added
A decrease in the cost of rental revenue was mainly due to 40% of our Hong Kong subsidiary’s real estate properties being distributed to its non-controlling interest in April 2024. As a result, fewer property units were available for leasing and lower costs were incurred during 2025.
Removed
In 2023, other income mainly consisted of a reversal of impairment of the other investment of $6,882,000, a reversal of write-off notes receivable of $600,000 and interest income of $41,401, while other expenses mainly consisted of impairment of other investments of $4,982,000 and impairment of the other receivable of $60,000.
Added
Other Income or Expenses Net other expenses were $817,676 for the year ended December 31,2025, while net other income was $247,890 for the year ended December 31, 2024.
Removed
The amount of $10,543 represents the share of net loss attributable to the NCI prior to the Acquisition. During 2024 and 2023, the net loss attributable to noncontrolling interests was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling interests.
Added
In 2025, net other expenses mainly consisted of impairment of property and equipment of $813,552 and impairment of real estate held for sale of $96,846, offset by a gain on disposal of investment of $39,800.
Removed
Net Income (Loss) Net loss was $725,827 for the year ended December 31, 2024, while net income was $1,049,699 for the year ended December 31, 2023. In 2023, net income was mainly derived from a reversal of impairment of other investment of $6,882,000 and a reversal of write-off notes receivable of $600,000, but no such reversals occurred during 2024.
Added
Net Loss Net loss was $2,982,333 and $725,827 for the years ended December 31, 2025, and 2024, respectively. The increase in net loss was mainly due to a decreased service business revenue of $1,247,935, impairment of property of equipment of $813,552 and impairment of real estate held for sale of $96,846 during 2025, while no such impairments in 2024.
Removed
During 2023, related party service revenue principally includes the service revenue generated from Angkasa-X Holdings Corp. (“Angkasa-X”) of $354,116, catTHIS Holdings Corp. (“catTHIS”) of $326,195, Leader Capital Holdings Corp. of $258,250, Simson Wellness Tech.
Added
For the years ended December 31, 2025, and 2024, impairment of related party investments was $12,073 and $87,425, respectively. During 2025, impairment of related party investments includes impairment from investment of GTL of $11,981 and SEATech of $92. During 2024, impairment of related party investments includes impairment from investment of New Business Media Sdn.
Removed
Impairment of other receivables from a related party, Greenpro KSP Holding Group Company Limited was $60,000 for the year ended December 31, 2023. A reversal of impairment of related party investment, Innovest Energy Fund $6,882,000 for the year ended December 31, 2023. As of December 31, 2024, the net accounts receivable from a related party, was due from Mr.
Added
Amounts due to related parties were $101,922 and $57,497 as of December 31, 2025, and 2024, respectively. As of December 31, 2025, amounts due from related parties mainly include amounts due from GGCVSB of $815,034, First Bullion Holdings Inc. (“FBHI”) of $90,000 and GTL of $88,909, while the amounts due to related parties mainly include Mr.
Removed
As of December 31, 2023, amounts due from related parties mainly include the amount due from GGCVSB of $723,889, while amounts due to related parties mainly include the amount due to the noncontrolling interests of our 60% ownership subsidiary, Forward Win International Limited of $336,636. 66 Deferred costs of revenue to related party were $18,750 as of December 31, 2024, while deferred revenue from related party was $157,500 as of December 31, 2023, respectively.
Added
Lee of $20,677. 71 Deferred costs of revenue to related parties were $6,250 and $18,750 as of December 31, 2025, and 2024, respectively. As of December 31, 2025, deferred costs of revenue to related parties were $3,750 and $2,500 associated with Loke Yu (“Jimmy”) and Falcon Management Limited (“FML”), respectively.

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