REGISTRATION NO. _________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Greenpro, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
7389
 
98-1146821
(State or jurisdiction of
 
(Primary Standard Industrial
 
(I.R.S. Employer
incorporation or organization)
 
Classification Code Number)
 
Identification No.)
 
9/F., Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong
 (Address and telephone number of principal executive offices)

Vcorp Services, LLC
1645 Village Center Circle, Suite 170
Las Vegas, NV 89134
Tel. 845.425.0077
Fax. 845.818.3588
(Name, address and telephone number of agent for service)
 
Copies to:
Darren Ofsink, Esq.
Ofsink, LLC
900 Third Ave., 5 th Floor
New York, NY 10022
Tel: (646) 627-7326
Fax: (646) 224-9844
 
Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.

If any of the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
 
 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
o
Smaller Reporting Company
x
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Security Being Registered (3)
 
Amount
To Be
Registered (1)
   
Proposed Maximum Offering Price
per Security (2)
   
Proposed Maximum Aggregate
Offering Price
   
Amount of Registration
 Fee
(3)
 
Common Stock, par value $0.0001
    2,000,000     $ 0.25     $ 500,000     $ 64.4  
 
 
(1)  
The Company may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 1,000,000 shares sold and the gross proceeds will be $250,000.
 
 
(2)  
The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
 
 
(3)  
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
 

 
 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
PROSPECTUS

GREENPRO, INC.

$500,000
2,000,000 SHARES OF COMMON STOCK
$0.25 PER SHARE

This registration statement constitutes the initial public offering of GREENPRO, INC. (the “Company”, “us”, or “Greenpro”) common stock. GREENPRO, INC. is registering 2,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”) at an offering price of $0.25 per share for a total amount of $500,000.  There are no underwriting or broker dealers involved with the offering.

The Company will offer the securities on a BEST EFFORTS basis,  which means that our director and officer will use his best efforts to market and sell the common stock. The shares will be offered at a fixed price of $0.25 per share for the duration of the offering , and there will be no minimum number of shares required to be sold close the offering. Any funds received from the sale of shares will be immediately available for use by the registrant. The Company’s President and Chief Executive Officer, Lee Chong Kuang, and the Company’s Chief Financial Officer, Loke Che Chan Gilbert, will be responsible to market and sell these securities.
 
SHARES OFFERED
 
PRICE TO
 
SELLING AGENT
 
PROCEEDS TO
 
BY COMPANY
 
PUBLIC
 
COMMISSIONS
 
THE COMPANY
 
Per Share
 
$
0.25
 
Not applicable
 
$
0.25
 
Minimum Purchase
 
None
 
Not applicable
 
Not applicable
 
Total (2,000,000 shares)
 
$
2,000,000
 
Not applicable
 
$
2,000,000
 

Currently, Mr. Lee and Mr. Loke collectively own 100% of the Company’s Common Stock. After the offering, Mr. Lee and Mr. Loke will retain a sufficient number of shares to continue to control the operations of the Company.

If all the shares are not sold, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering which the Company estimates at $10,564.4. The proceeds from the sale of the securities will be placed directly into the Company’s account.  Any investor who purchases shares will have no assurance that any monies besides themselves will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The funds raised in this offering, even assuming we sell all the shares being offered, will be insufficient to commercialize our intended service or develop our business strategy.  The Company will pay all expenses incurred in this offering. There has been no public trading market for the Common Stock of Greenpro, Inc.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012 and will be subject to reduced public company reporting requirements. See “Jumpstart Our Business Startups Act” contained herein.

The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed or (ii) ninety (90) days from the date of this prospectus (the “Prospectus”) becomes effective. The Company may, at its discretion, extend the offering for an additional 90 days beyond the ninety (90) days from the effective date of this prospectus.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT.  PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 6.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.

The date of this prospectus is_____________, 2014
 

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
 
TABLE OF CONTENTS
 
 
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F-1


SUMMARY INFORMATION

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on Page 6 of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 6, and the consolidated financial statements, before making an investment decision
All dollar amounts refer to US dollars unless otherwise indicated.

OUR OFFERING

We have 10,000,000 shares of Common Stock issued and outstanding. Through this offering we will register 2,000,000 shares for offering to the public. These shares represent additional Common Stock to be issued by us. We may endeavor to sell all 2,000,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.25 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.
 
Securities being offered by the Company
 
2,000,000 shares of common stock, par value $0.0001 (“Common Stock”) offered by us in a direct offering.
     
Offering price per share
 
We are offering the 2,000,000 shares of our Common Stock at $0.25 per share.
     
Number of shares outstanding before the
offering of common stock
 
10,000,000 shares of Common Stock are currently issued and outstanding.
     
Number of shares outstanding after the
offering of common shares
 
12,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering.
     
The minimum number of shares to be
sold in this offering
 
None.
     
Market for the common shares
 
There is no public market for the common shares. The price per share is $0.25.
     
   
We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
     
   
The offering price for the shares will remain $0.25 per share for the duration of the offering.
     
Use of Proceeds
 
We will receive all proceeds from the sale of the common stock and intends to use the proceeds from this offering to create the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $10,564.4, are being paid for by us.

Termination of the Offering
 
This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 2,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective.
     
Terms of the Offering
 
Our Chief Executive Officer and Chief Financial Officer will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis.

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.
 
 
BUSINESS SUMMARY

General

We are a development-stage company, incorporated in the State of Nevada on July 19, 2013, as a for-profit company with a fiscal year end of October 31. Our business and registered office is located at 9/F., Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong.  Our telephone number is (852) 3111-7718, fax number (852) 3111-7720, E-mail: admin@greenpro-inc.com .  Our website is: http://greenpr o -inc.com/ . Currently, the Company does not have any subsidiaries or entities that the Company controls.
 
We have not generated any revenues to date and our activities have been limited to developing our business plan and developing our system and website. We will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. We anticipate a burn rate of approximately $20,000 per month. At 50% of shares sold, our burn rate would be 12.5 months and if 100% of the shares are sold, our burn rate would be 25 months.

We will receive all proceeds from the sale of the Common Stock and intend to use the proceeds from this offering to begin implementing the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $10,564.4 are being paid for by us. The maximum proceeds from this offering ($500,000) will satisfy our basic subsistence level, cash requirements for up to 25 months including legal and accounting costs associated with this offering, the costs associated with our continuous disclosure obligations, incidental expenses, and the cost of implementing the investigative aspects of our business plan, including identifying and securing consultants, marketing and office.  50% of the possible proceeds from this offering ($250,000) will satisfy our basic, subsistence level cash requirements for up to 12.5 months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from the offering.  For example, we may determine that is it more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period.
 
Greenpro provides cloud system resolution and financial consulting service for small and mid-size enterprise businesses located throughout East Asia, with a focus in Mainland China, Hong Kong and Malaysia.  Greenpro’s comprehensive range of services cover cloud accounting system, internal control advisory services, business planning, accounting outsourcing services, professional practice advisory services, and risk management consulting services.
 
We are a development stage company in the process of developing a dedicated platform to assist businesses to prepare financial statements, effectively implement internal control, conduct internal audit, assess operational risks, and structure financing and other transactions. We have never intended and do not intend to be a blank check company. We have a specific business plan and do not intend to engage in any merger, acquisition or business reorganization with any entity. We do not have revenues, have minimal assets, and have incurred losses since inception. We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.
 
SUMMARY OF OUR FINANCIAL INFORMATION

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus. The statement of operations and balance sheet data from inception (July 19, 2013) through October 31, 2013 are derived from our audited financial statements.
 
Period From Inception on
     
   
July 19, 2013 to
 
   
October 31,
2013
 
   
(Audited)
 
Revenues
 
$
-
 
Total Operating Expenses
   
22,295
 
Professional Fees
   
1,295
 
General and Administrative Expenses
   
 (21,000
Net Profit (Loss) per share
 
$
(22,295
)
         
   
As of  October 31,
2013
 
   
(Audited)
 
Cash
   
   61,205
 
Total Assets
 
$
61,205
 
Total Current Liabilities
 
$
81,500
 
Stockholders’ Equity
   
1,000
 
 
 
As indicated in the financial statements accompanying this prospectus, we have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

The Company is electing to not opt out of JOBS Act extended accounting transition period.  This may make its financial statements more difficult to compare to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company, the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

Emerging Growth Company

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an emerging growth company, it will, among other things:

 
be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act
     
 
be temporarily exempted from various existing and forthcoming executive compensation-related -disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”.
     
 
be temporarily exempted from any rules that might  be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
     
 
be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended;
     
 
be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and,
     
 
be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).

Our Company will continue to be an emerging growth company until the earliest of:
 
 
the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;
     
 
the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act;
     
 
the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
     
 
the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million, measured as of the last business day of its second fiscal quarter (Securities Exchange Act of 1934 Rule 12b-2).

 
RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our Common Stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our Common Stock.

Risks Related to our Business

OUR OFFERING IS BEING CONDUCTED BY OUR OFFICERS AND DIRECTORS WITHOUT THE BENEFIT OF AN UNDERWRITER WHO WOULD HAVE CONFIRMED THE ACCURACY OF THE DISCLOSURE IN OUR PROSPECTUS.

We have self-underwritten our offering on a “best efforts” basis, which means: no underwriter has engaged in any due diligence activities to confirm the accuracy of the disclosure in the prospectus or to provide input as to the offering price; our officers and directors will attempt to sell the shares and there can be no assurance that all of the shares offered under the prospectus will be sold or that the proceeds raised from the offering, if any, will be sufficient to cover the costs of the offering; and there is no assurance that we can raise the intended offering amount.

THE COMPANY’S ELECTION TO NOT OPT OUT OF THE JOBS ACT EXTENDED ACCOUNTING TRANSITION PERIOD MAY MAKE ITS FINANCIAL STATEMENTS DIFFICULT TO COMPARE TO OTHER COMPANIES.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The Company has elected to use the extended transition period for complying with new or revised financial accounting standards available under Section 102(b)(2)(B) of the Act. Among other things, this means that the Company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company’s internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE.

As of October 31, 2013, we had $61,205 cash on-hand and our stockholder’s equity was $1,000 and there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business.
 
 
WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, THIS COULD HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK.

As of October 31, 2013, Greenpro had $ 61,205 in assets and limited capital resources. In order to continue operating through 2014, we must raise approximately $500,000 in gross proceeds from this offering.

We have approximately $10,564.4 in offering costs associated with this financing. The offering proceeds may not cover these costs, and, if this is the case, we will be in a worse financial condition after the offering.

Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

Also, as a public company, we will incur professional and other fees in connection with our quarterly and annual reports and other periodic filings with the SEC. Such costs can be substantial and we must generate enough revenue or raise money from offerings of securities or loans in order to meet these costs and our SEC filing requirements. We are offering our securities to the public; however, there is no guarantee that we will be able to sell the securities. And even if we sell the securities, there is no guarantee that the proceeds will be sufficient to fund our planned operations.

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END OF OUR OPERATIONS BECAUSE WE HAVE NOT DEVELOPED A CONSULTING SERVICE BUSINESS OR OUR BUSINESS MAY NOT COME TO FRUITION.

We have not developed a consulting service business. We do not know the exact costs of executing the development of a consulting service business. In the case of a higher than expected costs of execution, we will not be able to operate our business plan. Furthermore, we may find problems in the process to develop a consulting service business. If we are unable to execute the business, we will have to cease our operations, resulting in the complete loss of your investment.

WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.

We are a development stage company formed recently to carry out the activities described in this prospectus and thus have only a limited operating history upon which an evaluation of its prospectus can be made. We were incorporated on July 19, 2013 and to date have been involved primarily in the development of our business plan. We have limited business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our planned operating expenses.

We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors offering a similar business; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our Greenpro customer base; specific economic conditions in the Greenpro business; and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.
 
As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which could result in the complete loss of your investment.
 
ADVERSE DEVELOPMENTS IN THE GLOBAL ECONOMY RESTRICTING THE CREDIT MARKETS MAY MATERIALLY AND NEGATIVELY IMPACT OUR BUSINESS.
 
The recent downturn in the world’s major economies and the constraints in the credit markets have heightened or could continue to heighten a number of material risks to our business, cash flows and financial condition, as well as our future prospects. Continued issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability of lenders to meet their funding requirements when we need to borrow. Further, in the uncertain event that a public market for our stock develops, the volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices, if at all. If we are unable to obtain credit or access capital markets, our business could be negatively impacted.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR PROFIT.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by clients of our services; fluctuations in the demand for our service the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions.

If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.
 
 
IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.

In the event of the dissolution of our Company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

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.

Our growth strategy is substantially dependent upon our ability to successfully market our service to prospective clients. However, our planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.

MANAGEMENT’S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT.

Our plans including offering cloud auditing system and consulting services may not occur. Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering.
 
Although we plan on offering our consulting services carefully, the service may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed.

We may be unable to enter into its intended markets successfully. The factors that could affect our growth strategy include our success in (a) developing the Greenpro business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting our internal controls and operating procedures to accommodate our future growth.

Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.

OUR MANAGEMENT TEAM CONSISTS OF TWO PERSONS AND MAY NOT BE SUFFICIENT TO SUCCESSFULLY OPERATE OUR BUSINESS.

We have not assembled our management team as a result of our relatively limited activities to date. In addition, we have only two management members which may be insufficient to run our operation. As a result, we may be unable to effectively develop and manage our business and we may fail.

COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR SERVICE, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY.

We have identified a market opportunity for our business. Competitors may enter this sector with superior services. This would infringe on our customer base, having an adverse effect upon our business and the results of our operations. In addition, a high level of support is critical for the successful marketing and recurring sales of our services. If we do not effectively assist our customers in using our platform and software, succeed in helping our customers quickly resolve issues, and provide effective ongoing support, it would adversely affect our ability to sell our services to existing customers and would harm our reputation with potential customers.

OUR USE OF OPEN SOURCE AND THIRD-PARTY SOFTWARE COULD IMPOSE LIMITATIONS ON OUR ABILITY TO COMMERCIALIZE OUR SERVICES.

We intend to incorporate open source software into our platform. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted by U.S. courts or jurisdictions elsewhere, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our services. We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into our products. In either event, we could be required to seek licenses from third parties in order to continue our services in the event re-engineering cannot be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results and financial condition.

We also intend to incorporate certain third-party technologies, including software programs, into our website and may need to utilize additional third-party technologies in the future. However, licenses to relevant third-party technology may not continue to be available to us on commercially reasonable terms, or at all. Therefore, we could face delays in releases of our platform until equivalent technology can be identified, licensed or developed, and integrated into our current products. These delays, if they occur, could materially adversely affect our business, operating results and financial condition. Any disruption in our access to software programs or third-party technologies could result in significant delays in releases of our platform and could require substantial effort to locate or develop a replacement program. 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.

 
THE SECURITY OF OUR COMPUTER SYSTEMS MAY BE COMPROMISED AND HARM OUR BUSINESS.

A significant portion of our business operations is conducted through use of our computer network. Although we intend to implement security systems and procedures to protect the confidential information stored on these computer systems, experienced computer programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or that of third parties. As well, they may be able to create system disruptions, shutdowns or effect denial of service attacks. Computer programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our networks or client computers, or otherwise exploit any security vulnerabilities, or that misappropriate and distribute confidential information stored on these computer systems. Any of the foregoing 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 affected. Such damage, expenditures and business interruption could seriously impact our business, financial condition and results of operations.

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.

We were incorporated in Nevada in July 2013. We have no significant financial resources and no revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate.  We are a development stage company which is intending to explore various Internet technologies to help businesses access our advisory and accounting services through our platform. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 
-
our ability to market our product and services
 
-
our ability to generate revenues
 
-
our ability to raise the capital necessary to continue marketing and developing our product.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has never generated any revenue. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF LEE CHONG KUANG AND LOKE CHE CHAN, GILBERT WITHOUT THEIR CONTINUED SERVICES, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and continued services of Lee Chong Kuang and Loke Che Chan Gilbert, our officers and directors. We currently do not have an employment agreement with Mr. Lee and Mr. Loke. The loss of either of their services could have a material adverse effect on our business, financial condition or results of operation.
 
ADVERSE DEVELOPMENTS IN OUR EXISTING AREAS OF OPERATION COULD ADVERSELY IMPACT OUR RESULTS OF OPERATIONS, CASH FLOWS AND FINANCIAL CONDITION.
 
Our operations are focused on utilizing our sales efforts which are principally located in East Asia. As a result, our results of operations, cash flows and financial condition depend upon the demand for our services in these regions. Due to our current lack of broad diversification in industry type and geographic location, adverse developments in our current segment of the midstream industry, or our existing areas of operation, could have a significantly greater impact on our results of operations, cash flows and financial condition than if our operations were more diversified.
 
 
WE ARE EXPOSED TO THE CREDITWORTHINESS AND PERFORMANCE OF OUR CUSTOMERS, PARTNERS AND TRANSACTIONAL COUNTERPARTIES, AND ANY MATERIAL NONPAYMENT OR NONPERFORMANCE BY ONE OR MORE OF THESE PARTIES COULD ADVERSELY AFFECT OUR FINANCIAL AND OPERATIONAL RESULTS.
 
There can be no assurance we have adequately assessed the creditworthiness of each of our existing or future customers, partners or transactional counterparties or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on our financial condition and results of operations. Nor is there certainty that our counterparties will perform or adhere to existing or future contractual arrangements.
 
We manage our exposure to credit risk through credit analysis and credit monitoring procedures and policies, including credit support requirements for customers and counterparties to which we extend no or limited unsecured credit, such as letters of credit, prepayments, and guarantees. Additionally, we apply a risk/reward analysis on each client to insure that their projections and business assumptions are accurate, reasonable and provide a likelihood of success. However, these procedures and policies cannot fully eliminate counterparty credit risks, and to the extent our procedures and policies prove to be inadequate, our financial and operational results may be negatively impacted.
 
WE ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
 
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to follow the extended transition period, and as a result, we will delay adoption of certain new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.  
 
Risks Related To This Offering

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK

We intend to apply to have our common stock quoted on the OTC Bulletin Board or the OTC Market Group LLC’s OTCQB Marketplace (“OTCQB”). This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board or OTCQB. We may consider pursuing a listing on the OTC Bulletin Board or the OTCQB after this registration becomes effective and we have completed our offering.

If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board or OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.

INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.
 
 
BECAUSE WE HAVE 500,000,000 AUTHORIZED SHARES OF COMMON STOCK, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS’ EQUITY

We are authorized to issue an aggregate of 500,000,000 shares of common stock, par value $.0001 per share, of which only 10,000,000 are currently issued and outstanding and only 12,000,000 will be issued and outstanding after this offering terminates. Our management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

THERE ARE CONVERTIBLE NOTES OUTSTANDING AND THE HOLDERS OF THE NOTE CAN ELECT TO CONVERT THE NOTES INTO COMMON STOCK OF THE COMPANY, DILUTING THE CURRENT SHARE HOLDERS’ EQUITY.

Our officers and directors are also the holders of 8% convertible notes of the Company in the total amount of $82,500 with the maturity date of January 28, 2014, which can be converted into shares of Common Stock of the Company at the conversion price of $.00825. If the officers elect to convert the Notes into Common Stock, the total number of shares issuable upon conversion will be 10,000,000, which will significantly dilute the shareholders’ equity position.

OUR MANAGEMENT WILL HAVE CONSIDERABLE DISCRETION IN HOW WE USE THE NET PROCEEDS FROM THIS OFFERING, AND NO REPRESENTATION CAN BE MADE THAT USE OF PROCEEDS WILL GENERATE MATERIAL REVENUES OR MATERIALLY IMPROVE OUR ABILITY TO FURTHER DEVELOP OUR SERVICES.

Our management will have considerable discretion in how we use the net proceeds from this offering, and no representation can be made that use of proceeds will generate material revenues or materially improve our ability to further develop our services and our platform. We intend to use the net proceeds for working capital, general corporate purposes, construction of our platform and the costs of continuing disclosure compliance.  Even if we generate material revenues, we currently plan to seek additional capital following this offering.  No assurance can be given that any source of additional cash will be available to us. If no source of additional cash is available to us, we may have to significantly reduce the scope of our operations.

WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR SHARES.

In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional members, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some Members. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their Members buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 
STOCKHOLDERS MAY HAVE LIMITED ACCESS TO INFORMATION BECAUSE WE ARE NOT YET A REPORTING ISSUER AND MAY NOT BECOME ONE.

We do not intend to file a Form 8-A promptly after this registration statement becomes effective. We are not currently a reporting issuer and upon this registration statement becoming effective we will be required to comply only with the limited reporting obligations pursuant to Section 15(d) of the Exchange Act. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with SEC and your access to our business information will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act.

Risks Related to Doing Business in East Asia

OUR BUSINESS IS SUBJECT TO THE RISKS OF INTERNATIONAL OPERATIONS.
 
Substantially all of our business operations are conducted in East Asia. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in the Asian countries we intend to develop business. Following the closing of our initial public offering, we will derive a significant portion of our revenue and earnings from the operation in Hong Kong, our principal business place and also in Malaysia, PRC, and other East Asian countries. Operating in multiple foreign countries involves substantial risk. For example, our business activities subject us to a number of laws and regulations, such as anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions, data privacy and security requirements, labor laws, intellectual property laws, privacy laws, and anti-competition regulations. As we expand into additional countries, the complexity inherent in complying with these laws and regulations increases, making compliance more difficult and costly and driving up the costs of doing business in foreign jurisdictions. Any failure to comply with foreign laws and regulations could subject us to fines and penalties, make it more difficult or impossible to do business in that country and harm our reputation.
 
Operating in foreign countries also subjects us to risk from currency fluctuations. Our primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses. The weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign currency-denominated sales and earnings. This could either reduce the U.S. dollar value of our prices or, if we raise prices in the local currency, it could reduce the overall demand for our offerings. Either could adversely affect our revenue. Conversely, a rise in the price of local currencies relative to the U.S. dollar could adversely impact our profitability because it would increase our costs denominated in those currencies, thus adversely affecting gross margins.

WE MAY BE EXPOSED TO LIABILITIES UNDER THE FOREIGN CORRUPT PRACTICES ACT, AND ANY DETERMINATION THAT WE VIOLATED THE FOREIGN CORRUPT PRACTICES ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
 
We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in East Asia, which may experience corruption. Our proposed activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

YOU MAY HAVE DIFFICULTY ENFORCING JUDGMENTS AGAINST US.
 
We are a Nevada corporation and most of our assets are and will be located outside of the United States. Almost all of our operations will be conducted in Hong Kong. In addition, our officers and directors are nationals and residents of a country other than the United States. All of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officer and director, since he is not a resident in the United States. In addition, there is uncertainty as to whether the courts of Hong Kong or other Asian countries would recognize or enforce judgments of U.S. courts.
 
 
RULE 419

The Company believes that it is not a “blank check company” as defined by Rule 419 of the Securities Act of 1933, as amended (“Rule 419”), and therefore the registration statement need not comply with the requirements of Rule 419.

Rule 419 defines a “blank check company” as a company that:

 
i.
Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 
ii.
Is issuing “penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
 
USE OF PROCEEDS
 
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.25. The following table sets forth the uses of proceeds assuming the sale of 50% and 100%, respectively, of the securities offered for sale by us.
 
   
IF 50% OF
SHARES SOLD
   
IF 100% OF
SHARES SOLD
 
             
Gross Proceeds
  $ 250,000     $ 500,000  
                 
System Development Cost
  $ 108,000     $ 289,000  
                 
Software Tools and Equipment
  $ 27,000     $ 77,000  
                 
Product Commercialize
  $ 26,000     $ 45,000  
                 
Office Rental
  $ 32,000     $ 32,000  
                 
Legal Counsel Fees for Public Company Reporting Requirements
  $ 20,000     $ 20,000  
                 
Audit Fee
  $ 4,000     $ 4,000  
                 
Brochures, Marketing and Promotion
  $ 25,000     $ 25,000  
                 
Administration Fee
  $ 8,000     $ 8,000  
                 
TOTAL
  $ 250,000     $ 500,000  

 
We will receive all proceeds from the sale of the common stock and intend to use the proceeds from this offering, to begin implementing the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $ 10,564.4 are being paid for by us. The maximum proceeds from this offering ($500,000) will satisfy our basic, subsistence level, cash requirements for up to 25 months including legal and accounting costs associated with this offering, the costs associated with our continuous disclosure obligations, incidental expenses, and the cost of implementing the investigative aspects of our business plan, including identifying and securing consultants, operating equipment, marketing and facility.  A total of 50% of the possible proceeds from this offering ($250,000) will satisfy our basic, subsistence level cash requirements for up to 12.5 months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from the offering.  For example, we may determine that it is more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period.

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DETERMINATION OF OFFERING PRICE

The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following:

 
Our new business structure and operations as well as lack of client base;
     
 
Prevailing market conditions, including the history and prospects for our industry;
     
 
Our future prospects and the experience of our management;
     
 
Our capital structure.

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The price of the current offering is fixed at $0.25 per share. This price $0.25 is significantly greater than the price paid by our managements. Our CEO, Mr. Lee Chong Kuang, and our CFO, Loke Che Chan, Gilbert paid $0.0001 per share, a difference of $0.2499 per share lower than the share price in this offering.
 
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

THE OFFERING

We are registering 2,000,000 shares of our Common Stock for offer and sale at $0.25 per share.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the OTC Bulletin Board or OTC Market Group, LLC’s OTCQB Marketplace (“OTCQB”), subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority (FINRA) before the market maker will be able to make a market in the shares of our common stock. At the date hereof, we are not aware that any market maker has any such intention.

We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, all of the shares being registered herein may become tradable. The stock may be traded or listed only to the extent that there is interest by broker-dealers in acting as a market maker in our stock. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board or the OTCQB. We may consider pursuing a listing on the OTCBB or OTCQB after this registration becomes effective and we have completed our offering.
 
 
The price per share will remain at $0.25. Even if we obtain a listing on any exchange or are quoted on the OTCBB or the OTCQB, the offering price of $0.25 will not change for the duration of the offering.

We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.

PLAN OF DISTRIBUTION

We are offering the shares on a “self-underwritten” basis directly through our Officers and Directors named herein. Mr. Lee and Mr. Loke will not receive any commissions or other remuneration of any kind in connection with his participation in this offering based either directly or indirectly on transactions in securities. However, Mr. Lee and Mr. Loke may be deemed to be an underwriter of this offering within the meaning of that term as defined in Section 2(11) of the Securities Act.

This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 2,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.

Our officer, director, control persons and affiliates do not intend to purchase any shares in this offering.

If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

We will not use public solicitation or general advertising in connection with the offering.  The shares will be offered at a fixed price of $0.25 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 2,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective.

This is a direct participation offering since we, and not an underwriter, are offering the stock. We will receive all of the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock consists of 500,000,000 shares of Common Stock, $0.0001 par value per share and 100,000,000 shares of preferred stock, par value $0.0001 per share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock

We are authorized to issue 500,000,000 shares of Common Stock, $0.0001 par value per share. Currently we have 10,000,000 shares of Common Stock issued and outstanding.

The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
 
 
All shares of Common Stock now outstanding are fully paid for and non-assessable and all shares of Common Stock which are the subject of this private placement are fully paid and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

We are authorized to issue 100,000,000 shares of preferred stock, $0.0001 par value per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred Shares are issued and outstanding.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Convertible Note

On August 12, 2013, the Company issued two 8% Convertible Promissory Notes (the “Notes”) to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan (the “Holders”), in the principal amount of $41,250 for each Note, pursuant to certain Securities Purchase Agreements dated August 12, 2013. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to shares of the Company’s Common Stock at the Holders’ election, at a conversion price of $.00825 per share.
 
The above referenced issuances of the Company’s securities were not registered under the Securities Act of 1933, and we relied on exemptions pursuant to Regulation S promulgated under the Securities Act of 1933 for such issuance.

Options

There are no options to purchase our securities outstanding.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
 
Ofsink, LLC, with the address at 900 Third Ave, 5 th Floor, New York, NY 10022, has passed upon certain legal matters in connection with the validity of the issuance of the shares of Common Stock.
 
Weld Asia Associates has audited our Financial Statements for the period July 19, 2013 (date of inception) through October 31, 2013 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit inception July 19, 2013 through October 31, 2013.
 
BUSINESS DESCRIPTION
 
Greenpro was incorporated on July 19, 2013 in the state of Nevada. Greenpro is located in Hong Kong. It intends to provide cloud system resolution and financial consulting service for small and mid-size businesses located in East Asia, with a focus on Mainland China, Hong Kong and Malaysia. Greenpro’s comprehensive range of services covers cloud accounting system, internal control advisory services, business planning, accounting outsourcing services, professional practice advisory services, and risk management consulting services. Our website is: http://greenpro-inc.com/ .
 
 
Our Services
 
Cloud Accounting System

Greenpro intends to develop a cloud accounting system, which assists small business clients who do not have the resources of financial personnel to prepare and manage their books and financial records. Cloud accounting system is a device related to book-keeping and accounting through an Internet based platform. It is a kind of accounting program that is accessed through the internet. Being a program for organizational finance, cloud accounting system allows users to perform accounting-related functions such as making records of money received by a company, billing a company's clients, managing the inventory, and recording the collections made.

The cloud accounting system not only records a company’s financial data, but also creates the financial statements such as the balance sheets, the income statements and statements of cash flow. Our cloud based system will be enable the clients to keep track of income and expense, create invoice, manage banking accounts, and preparing monthly accounts for management’s review. This system reminds the clients to properly record assets or revenue for its business therefore assist the clients to effectively and more economically prepare financial statements and monitor the financial health of their businesses. With the assistance of cloud accounting system, the clients could scale at the speed of their businesses, supporting their growing customer base and expansion into larger markets.

Internal Control Advisory Services

Greenpro’s goal is to ensure our clients to have effective internal control which is a critical factor in creating and protecting a company’s enterprise value and preventing financial and reputational loss. Effective internal controls results in operating efficiencies, increase in profitability and ensures assets are appropriately secured. Greenpro intends to provide small to mid-size enterprises with services in designing, documenting and testing internal controls. Our professionals cater into different clients’ needs and furnish improvement recommendations to our clients’ accounting and internal control processes and procedures. We will rapidly diagnose and evaluate an internal control problem and design and implement a more effective high level controls solution to improve efficiencies and prevent further financial loss in our clients. Our internal control advisory services include the following:
 
 
Contract Compliance Services
 
 
IT System Monitoring and Advisory Services

Contract Compliance Services

Greenpro intends to assist clients in a wide range of industries to review contracts in areas such as royalties, licensing, distribution agreements, advertising agreements and more. Because we understand the complexities and nuances of a range of business contracts, processes and procedure, we are able to help companies recover revenue misstated in self-reporting statements while maintaining and improving relationships with their business partners.

IT System Monitoring and Advisory Services

Our IT System Monitoring and Advisory Services are the automated feedback mechanisms used respectively by Internal Audit or Management to monitor clients’ IT systems, transactions and controls on a frequent or continuous basis, throughout a given period through our platform because we are developing our system to incorporate a monitoring device for such service.

Business Planning

When our clients’ goals and plans move into new areas of business service, we will provide the assistance in the business planning with recommendations on business plans, mergers and acquisitions, and tax strategy advisory services.

Business Plans

We designs business plans and presentation that tailors our clients’ specific needs and the presentation can be prepared for both internal and external purposes. We intends to provide a precise and meaningful sense of direction for our clients to secure funding and lines of credit, incorporate performance measurement and key employee motivation,  present information effectively to outside parties.

Strategic Planning

We recognize that the decision to undertake a strategic planning process is a difficult one and there are many new decisions to be made that need to take priority. We will provide strategies in business development to commit a strategic thinking in the direction that a company will develop.
 

Mergers & Acquisitions

We intend to provide a range of buy and sell side merger and acquisition advisory services. We can structure our relationships with our clients to be as comprehensive or as tactical as a particular transaction demands. We will assist our clients in making an acquisition decision while providing deep due diligence with strategic and operational analysis. We will provide insight into the current standing and future prospects of the clients. We plan to perform the due diligence to evaluate the accounting and tax records, identifying the risks and objectively assessing the targets financial condition and future trends, enabling the clients to make a more informed strategic decision. Once the decision to acquire is made by the clients, we can assist with developing the financial models, oversee the valuation process and the accounting for the acquisition or merger and ensure that the acquisition is auditable.
 
Accounting Outsourcing Services
 
Today, accounting and accounts payable outsourcing services are recognized as an effective management tool in Asian region. We can perform our clients’ monthly, quarterly and annual accounting and bookkeeping tasks and can supplement our clients’ current staff to lessen the drain on administrative time. We can customize a package of accounting and accounts payable outsourcing services that is priced to keep our clients competitive, while taking the administrative pains out of running their business. By outsourcing the non-core business functions to Greenpro, our clients can provide better service, produce a better product, and function in a more cost efficient way.
 
Professional Practice Support Services
 
Greenpro plans to provide professional support practice services to accounting firms in the Asia region, including Mainland China, Hong Kong and Malaysia, by assisting them to review, develop and implement their system to ensure that their accounting practice is in compliance with the quality standards as required by their accounting regulatory bodies such as The Hong Kong Institute of Certified Public Accountants in Hong Kong, the Malaysian Institute of Accountants in Malaysia, Public Company Accounting Oversight Board, etc. We will have a team of professionally qualified and registered public accountants with good experience and knowledge of the accounting system and requirement, and good practice management to assist the public accounting practices to meet their needs and compliance to ensure continuity of their businesses.
 
Risk Management Consulting Services
 
Greenpro’s Risk Management Consulting Services is an advisory service. We plan to team up with top consultants based on our extensive network in accounting professionals in Asia. We plan to provide traditional insurance mitigation risk management with our human resources, financial, and technology professionals. We will help our clients to evaluate their business from the risk assessment perspective, advise financial exposures, and then suggest options and recommendations for risk management. Our risk management will:
 
 
Review operations and exposures
 
 
Review present strategies
 
 
Provide suggestions for improvement
 
 
Provide strategies to implement recommendations
 
Our Service Rates
 
There are two types of fees we will charge based on the services described above. One is project-based fees, where we charge 10% of the revenues of the projects that are completed by assistance of our services. Such projects include the merger & acquisition projects, the contract compliance projects, and the business planning projects. Another type of fee is a flat rate fee where our professionals provides expertise to our clients and charge the fees based on the estimation of complexity of the project.

Sales and Marketing
 
We have three key strategies that are to be employed to accomplish our goal in sales and marketing in building the brand of Greenpro: leadership, market segmentation, and sales/sales management process development.
 
 
Building Brand Image:   Greenpro’s marketing efforts focus on building the image of our extensive knowledge and expertise of our professionals and expertise. Greenpro intends to conduct the market campaign through media visibility, webinars, and the creation of a wide variety of white papers, newsletters, books, and other information offerings to build the image of our professional services.
     
 
Market segmentation:   Our marketing resources are devoted to the highly measurable and high return on investment tactics that specifically target those industries and areas where Greenpro has particularly deep experience. These efforts typically involve local, regional or national trade show and event sponsorships, targeted direct mail, email, and telemarketing campaigns, and practice and industry specific micro-sites, newsletters, etc. in the Asia region.
     
 
Social Media: We plan to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn. A targeted campaign will be made to the following groups of clients: law firms, auditing firms, consulting firms, small to mid-size enterprise in different industries, including biotechnologies, intellectual property, and real estate.
 
 
Market Opportunities

Because our service will assist our client with cheaper cost for their financial statement preparation and a better information security because the data is stored in cloud, we anticipate a market with growing needs in East Asia. Today there are increasing needs for enterprises in different industries to maximize their performances with cost effective methods. We believe our services will create numerous competitive advantages for our clients. With the support from Greenpro, our clients can focus on developing their businesses and expanding their own client portfolio.

We believe the main drivers for the growth of Greenpro business are the products and services together with the resources such as office network, professional staff members, and operation tools to make the advisory and consulting market competitive.

Customers

Greenpro intends to provide professional business services to companies in various industries, including biotechnology, clean energy, real estate, entertainment, education, etc.  We will also serve as support to professional service providers such as auditing firms and law firms. By providing various professional services and administrative functions, Greenpro will enable its clients to focus their resources on their own operational competencies. Reducing administrative functions allows clients to enhance productivity, reduce costs and improve service quality and efficiency by focusing on their core business. Depending on a client’s size and capabilities, it may choose to utilize one, some or many of the diverse and integrated services offered by Greenpro.

Competition
 
Because our services are diversified, we face competition from different sectors. For our cloud system services, the potential competitors are Xero and Quickbook cloud accounting solutions. The competitive advantage of us is the geographic proximity and client relationship. These two companies target the North America market while we focus on the Asia region. In addition, we have extensive relationship with the professional firms in Hong Kong, Malaysia, and China, which is a competitive advantage to us.
 
For our professional business services, the industry is highly fragmented and competitive, with a majority of industry participants, such as accounting and consulting firms, professional service organizations, offering only a limited number of services. Competition is based primarily on client relationships, quality of professional advice, range and quality of services or product offerings, customer service, timeliness, and competitive rates. Greenpro will compete with a number of professional services firms and a large number of relatively small independent firms in local markets.

Government Regulation
 
Greenpro provides solely consulting and advisory services. Therefore, there is no requirement for Greenpro to obtain any licenses, except the usual business registration licenses and other licenses as indicated below. We focus our development in Hong Kong, Mainland China, and Malaysia. The following regulations are the applicable laws an regulation we need to comply:

In the People’s Republic of China, we will have to comply with the laws and regulations relating to the distribution of Internet content in China such as Application of the Appropriate ICP License and our data usage policy has to be in accordance with Regulations of The People’s Republic of China for Safety Protection of Computer Information System.
 
In Hong Kong, Greenpro will have to apply for a business registration with the Inland Revenue Department of Hong Kong.  Our website is maintained through the server in Hong Kong. Therefore, the data usage policy and regular terms of service by both our users and merchants have to comply with the rules and regulations of Hong Kong SAR. As the information our merchants and consumer users are preserved in Hong Kong, we will need to comply with the Hong Kong Personal Data (Privacy) Ordinance (Cap 486).

In Malaysia, the related regulations are Computer Crime Act 1997 and The Copyright (Amendment) Act 1997.
 

Employees

As of the date of this report, we have two employees, our Chief Executive Officer and Chief Financial Officer. However, the Company intends to employ 50 employees by the end of 2014, with 5 people of management, 2 people of administration, 10 people as IT staffs to develop and maintain our website, and 33 people as expert and professionals in consulting services.
 
DESCRIPTION OF PROPERTY

We do not own any property. Our business office is located at 9/F Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong. The Company leases this office and pays the rent for $32,000 per year.

JUMPSTART OUR BUSINESS STARTUPS ACT
 
In April, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things:
 
 
Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;
     
 
Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;
     
 
Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;
     
 
Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and
     
 
Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of
 
 
(i)
the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
     
 
(ii)
the completion of the fiscal year of the fifth anniversary of the Company’s IPO;
     
 
(iii)
the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or
     
 
(iv)
the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.
 
Financial Disclosure.  The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:
 
 
(i)
audited financial statements required for only two fiscal years;
     
 
(ii)
selected financial data required for only the fiscal years that were audited;
     
 
(iii)
executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)
 
 
However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.
 
The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.
 
The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation.  The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.
 
Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.
 
Other Items of the JOBS Act.  The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period.  Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.
 
The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

LEGAL PROCEEDINGS

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not traded on any exchange. We intend to apply to have our Common Stock quoted on the OTC Bulletin Board or OTCQB once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.

There is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board or OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board or OTCQB securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board or OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 
To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board and the OTCQB, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board or the OTCQB. This could prevent us from developing a trading market for our common stock.

Holders

As of the date of this Prospectus, there were two holders of record of our Common Stock.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

As of the date of this Prospectus we did not have any equity compensation plans.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operation

We currently have $61,205 cash assets. With the funds secured in this offering, we plan to implement operations and reaching our goals and objectives. In the first twelve months, we plan to design, develop, produce and deploy our business accounting system, cloud record management system, hire sales persons, IT persons and professional accountants, and develop our client basis. We have a philosophy in hiring the best talent in the consulting service along with a strong branding. We also intend to conduct marketing campaign in the East Asia region. The majority of the funds received in this offering will be put into website developing, marketing, branding, and sales activities along with operational support activities.
 
Results of Operations

From Inception on July 19, 2013 to October 31, 2013

For the period from inception through October 31, 2013, we had no revenue. Expenses for the period total $22,295 resulting in a net loss.

Since inception, we have sold 10,000,000 shares of common stock to our sole officer and director for net proceeds of $1,000.

We have issued two 8% Convertible Promissory Notes for an aggregate proceeds of $82,500. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to shares of the Company’s Common Stock at the holders’ election, at a conversion price of $.00825 per share.
 
 
Capital Resources and Liquidity

As of October 31, 2013 we had $61,205 in cash.

The following table summarizes total current assets, liabilities and working capital at October 31, 2013.

   
October 31, 2013
 
Current Assets
 
$
61,205
 
Current Liabilities
 
$
82,500
 
Working Capital Deficit
 
$
(21,295
)

At October 31, 2013, we had total current assets of $61,205, consisting entirely of cash. We had current liabilities of $82,500. Accordingly, we had working capital deficit of $21,295 as of October 31, 2013. The Company has yet to commence significant commercialization of its products, and recorded $0 of gross revenue for the period July 19, 2013 (date of inception) to October 31, 2013.
 
Our current cash on hand is $61,205 which will be used to meet our current obligations.  The sale of the securities in this offering will provide for vetting of the business plan to support pursuing investment capital.

Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion and development may require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.
 
Recent Accounting Pronouncements

The Company has elected to use the extended transition period for complying with new or revised financial accounting standards available under Section 102(b)(2)(B) of the Act. Among other things, this means that the Company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company’s internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation.  We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance and and have a material impact on our financial statements.  Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate flows. We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

FINANCIAL INSTRUMENTS

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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.


Going Concern

As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $22,295 and $22,295, respectively, for the period July 19, 2013 (date of inception) to October 31, 2013.

The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In response to the above, management will:
 
 
seek additional third party debt and/or equity financing;
 
 
continue with the implementation of the business plan;
 
 
increase revenue commercialization of the technology.

As of this Prospectus, we only have sufficient funds to proceed with basic company operations only. We may not have sufficient funds to fully implement our business plan and we may need to raise additional funding, to which there is no guarantee.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

WELD ASIA ASSOCIATES has audited our Financial Statements for the period from July 19, 2013 (date of inception) through October 31, 2013 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure since our inception through the date hereof.

CODE OF BUSINESS CONDUCT AND ETHICS

On January 22, 2014 we adopted a Code of Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our CEO and principal financial officer and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote

 
honest and ethical conduct,
     
 
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,
     
 
compliance with applicable laws, rules and regulations,
     
 
the prompt reporting violation of the code, and
     
 
accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to this S-1 filing. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to Edgar and looking at the attachments to our this S-1 filing.


MANAGEMENT

Our executive officer’s and director’s and their respective ages as of the date hereof are as follows:

NAME
 
AGE
 
POSITION
Lee Chong Kuang
 
40
 
President, Chief Executive Officer, Director
Loke Che Chan, Gilbert
 
58
 
Chief Financial Officer, Secretary, Treasurer, Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Lee Chong Kuang

Mr. Lee has more than 18 year-experience in auditing services and has been serving as our Chief Executive Officer, President and director since July 19, 2013. He started his professional career with Siva Tan & Co., a Chartered Accountant firm in Malaysia in 1995 and subsequently joined K. Y. Ho & Co, Chartered Accountants in 1997. In 2000, he founded Asia UBS Global Limited and spearheaded the Accounting Software business for UBS Software Malaysia in Hong Kong.

Being a qualified member of the ACCA and Malaysia Institute of Accountants, Mr. Lee earned his professional qualification from the Hong Kong Institute of Certified Public Accountants and extended his professional services covering accounting, tax, corporate structuring planning with special focus in cross-border client nature, in addition to his accounting software businesses. In 2009, Mr. Lee established the Cross Border Business Association (CBBA) – a NGO (Non-Government Organization) established under Hong Kong Society Act - to provide information and professional advice in Cross Border Business for its investment members. For the Cross Border Investment especially in the mining resources companies which are growing fast since 2011, Mr. Lee continued to support its clients by using cloud platform to strengthen its clientele through the use of technology advancement and models such as SaaS, PaaS, etc., for accounting and management solution purposes.

Mr. Lee’s extensive experience in financial industry as well as his accounting background has led the Board of Director to reach a conclusion that he should serve as a Director of the Company.

Loke Che Chan, Gilbert

Mr. Loke is an experienced accountant with more than 30-year experience and has been serving as our Chief Financial Officer, Secretary, Treasurer and director since July 19, 2013. He was trained and qualified with Hacker Young, Chartered Accountants, one of the large accounting firms based in London, England between 1980 and 1988. His extensive experience in auditing, accounting, taxation, SOX compliance and corporate listing has prompted him to specialize in corporate advisory exercises covering IPO and DPO listing, risk management and internal controls serving those small medium-sized enterprises.

Mr. Loke worked as an independent non-executive director of ZMay Holdings Limited, a public company listed on the Hong Kong Stock Exchange, and Chief Financial Officer for Asia Properties Inc. and Sino Bioenergy Inc., with both companies listed on the OTC Markets in USA.

Mr. Loke earned his degree of MBA from Bulacan State University, Philippines, and earned his professional accountancy qualifications from the ACCA, AIA and HKICPA. He also earned other professional qualifications from the HKICS, ICSA as Chartered Secretary, FPAM - Malaysia as Certified Financial Planner and ATIHK as tax adviser in Hong Kong.

The Board of Director reached a conclusion that Mr. Luke should serve as a Director of the Company based on his extensive experience in accounting and financial business.

Term of Office

Our officers and directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 
CONFLICTS OF INTEREST

As of   October 31, 2013, we have no employees other than Mr. Lee Chong Kuang, our CEO, and Mr. Loke Che Chan, Gilbert, our CFO. Mr. Lee currently devotes 20 to 30 hours per week to our business as required from time to time without compensation. We have not entered into any formal agreement with Mr. Lee regarding the provision of his services to the Company. Mr. Loke currently devotes 10 to 25 hours per week to our business as required from time to time without compensation. We have not entered into any formal agreement with Mr. Loke regarding the provision of his services to the Company.
 
 
Mr. Lee and Mr. Loke are not obligated to commit their full time and attention to our business and accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. Presently, Mr. Lee is a Certified Public Accountant in Hong Kong and Mr. Loke is a Certified Public Accountant in Malaysia.

In general, officers and directors of a corporation are required to present business opportunities to the corporation if:

 
the corporation could financially undertake the opportunity;
     
 
the opportunity is within the corporation’s line of business; and
     
 
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
 
COMMITTEES OF THE BOARD OF DIRECTORS

Our directors have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by our officers and directors. Because we do not have any independent directors, our officers and directors believe that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.

Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

The Board of Directors has determined that no directors are Audit Committee financial expert, as defined under Item 407(d)(5)(i) of Regulation S-K.

Our Board of Directors is comprised of Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert who are integral to our formation and who are involved in our day to day operations. Mr. Lee and Mr. Loke have a professional background in finance or accounting. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert.  Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

We  do not  have any independent directors and the Company  has not  voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our director and officer are indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


EXECUTIVE COMPENSATION

Summary Compensation Table; Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended October 31, 2013 in all capacities for the accounts of our executives:

Name
 
Fees
Earned
or Paid
in Cash
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Total
($)
 
Lee Chong Kuang
Chief Executive Officer, President
    -       -       -       -       -       -       -  
                                                         
Loke Che Chan, Gilbert
Chief Financial Officer, Secretary, Treasurer
    -       -       -       -       -       -       -  

Option Grants Table . There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through October 31, 2013.

Aggregated Option Exercises and Fiscal Year-End Option Value Table . There were no stock options exercised during period ending October 31, 2013 by the executive officer named in the Summary Compensation Table.

Long-Term Incentive Plan ( “LTIP” ) Awards Table . There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

We do not have an employment agreement with our officers and directors.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

Neither our officers and directors nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception  (July 19, 2013) through October 31, 2013.
 

Director Compensation

Name
 
Fees
Earned
or Paid
in Cash
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
   
All Other
Compensation
($)
   
Total
($)
 
Lee Chong Kuang
    -       -       -       -       -       -       -  
Loke Che Chan, Gilbert
    -       -       -       -       -       -       -  

At this time, we have not entered into any employment agreements with any of our officers and directors. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our officers and directors or future key staff members.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

       
Amount and
Nature of
   
 
 
Title of Class
 
Name and Address
of Beneficial Owner
 
Beneficial
Owner
   
Percent
of Class (1)
 
Common Stock
 
Lee Chong Kuang
D-6-3A, D’Alamanda Pudu Impian IV
No.2, Jalan Pudu Ulu, 56100 Kuala Lumpur
Malaysia
    10,000,000 (2)     66.7 %
                     
Common Stock
 
Loke Che Chan, Gilbert
7A Lechler Court, 97 High Street
Sai Ying Pun, Hong Kong
    10,000,000 (3)     66.7 %
                     
Common Stock
 
All executive officers and directors as a group
    20,000,000 (2)(3)     100 %

 
(1)
Based upon 10,000,000 shares outstanding as of the date of this Prospectus.

 
(2)
Includes an aggregate of 5,000,000 shares of Common Stock that may be issued upon conversion of the convertible note that Lee Chong Kuang holds.

 
(3)
Includes an aggregate of 5,000,000 shares of Common Stock that may be issued upon conversion of the convertible note that Loke Che Chan, Gilbert holds.

For the period ended October 31, 2013, a total of 10,000,000 shares of common stock were issued to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan for an aggregate gross proceed of $1,000, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.
 
In August 2013, the Company issued two 8% Convertible Promissory Notes (the “Notes”) to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan (the “Holders”), in the principal amount of $41,250 for each Note, pursuant to certain Securities Purchase Agreements dated August 12, 2013. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to shares of the Company’s Common Stock at the Holders’ election, at a conversion price of $.00825 per share.
 

The above referenced issuances of the Company’s securities were not registered under the Securities Act of 1933, and we relied on exemptions pursuant to Regulation S promulgated under the Securities Act of 1933 for such issuance.

The following table sets forth the beneficial ownership table after the anticipated 100% completion of the offering.
 
After completion of the offering

Title of Class
 
Name and Address of Shareholders
 
Amount and Nature of
Shareholders Ownership
   
Percent of
Class
 
Common Stock
 
Lee Chong Kuang
D-6-3A, D’Alamanda Pudu Impian IV
No.2, Jalan Pudu Ulu, 56100 Kuala Lumpur, Malaysia
    10,000,000
(1) 
    58.9  %
                     
Common Stock
 
Loke Che Chan, Gilbert
7A Lechler Court, 97 High Street
Sai Ying Pun, Hong Kong
    10,000,000
(2) 
    58.9  %
                     
 Common Stock
 
All of the officers and directors as a group.
    20,000,000 (1)(2)       90.9 %

 
(1)
Include an aggregate of 5,000,000 shares of Common Stock that may be issued upon conversion of the convertible note that Lee Chong Kuang holds.

 
(2)
Include an aggregate of 5,000,000 shares of Common Stock that may be issued upon conversion of the convertible note that Loke Che Chan, Gilbert holds.

Our management team will continue to own the majority of our Common Stock after the offering, regardless of the number of shares sold. Since he will continue control our company after the offering, investors in this offering will be unable to change the course of our operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our Common Stock is subject to outstanding options, warrants, or securities convertible into common stock.

Change in Control

We are not aware of any arrangement that might result in a change in control of our company in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known to the Board of Directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

On August 8, 2013, we issued 5,000,000 shares of our Common Stock to our CEO, Mr. Lee Chong Kuang at $0.0001 per share for aggregate proceeds of $500. On the same day, we also issued 5,000,000 shares of our Common Stock to our CFO, Mr. Loke Che Chan at $0.0001 per share for aggregate proceeds of $500.

On August 12, 2013, the Company issued two 8% Convertible Promissory Notes (the “Notes”) to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan (the “Holders”), in the principal amount of $41,250 for each Note, pursuant to certain Securities Purchase Agreements dated August 12, 2013. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to the Company’s Common Stock at the Holders’ election at a conversion price of $.00825 per share.

Except the above transactions or as otherwise set forth in this report or in any reports filed by the Company with the SEC, the Company was not a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions are currently proposed. The Company is currently not a subsidiary of any company.
 
 
The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate.  The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction.  However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board. 

There have been no other transactions since our inception (July 19, 2013), or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.

Director Independence

We intend to quote our securities on the OTCQB  which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Legal Proceedings

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.

REPORTS TO SECURITY HOLDERS

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20509. If we fail to meet the Exchange Act’s reporting requirements we will lose our status as a reporting Issuer with the SEC. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can receive copies of these documents upon payment of a duplicating fee by writing to the SEC. The public may also read any materials filed by us with the SEC through the SEC’s website at www.sec.gov. In addition to documents related to the registration statement of which this prospectus forms a part, you may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20509, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information.

In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20509, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services.

You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by GREENPRO, INC. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
 
STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
FINANCIAL STATEMENTS
 
FINANCIAL STATEMENTS
 
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To the Board of Directors and Stockholders
GREENPRO, INC.
(A Development Stage Entity)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
GREENPRO, INC.
(A Development Stage Entity)

We have audited the accompanying balance sheets of GREENPRO, INC. (A Development Stage Entity) as of October 31, 2013 and the related statement of operations, changes in shareholders’ equity and cash flows for the periods from July 19, 2013 (Inception) through October 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greenpro, Inc. as of October 31, 2013, and the result of its operations and its cash flows for the periods from July 19, 2013 (Inception) through October 31, 2013 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations and no operation raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ WELD ASIA ASSOCIATES
 
WELD ASIA ASSOCIATES
Date: November 28, 2013
Kuala Lumpur, Malaysia   
 
 
 
GREENPRO, INC.
(a development stage company)
BALANCE SHEET
As of October 31, 2013

   
From Inception
to 10/31/13
 
       
ASSETS
     
       
CURRENT ASSETS
     
       
Cash
  $ 61,205  
         
Total Current Assets
    61,205  
         
TOTAL ASSETS
  $ 61,205  
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
CURRENT LIABILITIES
       
         
Loan from Related Parties
  $ 82,500  
         
Total Current Liabilities
    82,500  
         
TOTAL LIABILITIES
    82,500  
         
STOCKHOLDERS' EQUITY
       
         
Preferred Stock - Par value $0.0001;
       
Authorized: 100,000,000
       
None issues and outstanding
    -  
         
Common Stock - Par value $0.0001;
       
Authorized: 500,000,000
       
Issued and Outstanding: 10,000,000
    1,000  
         
Accumulated Deficit
    (22,295 )
         
Total Stockholders' Equity
    (21,295 )
         
TOTAL LIABILITIES AND EQUITY
  $ 61,205  
The accompanying notes are an integral part of these financial statements.
 

GREENPRO, INC.
(a development stage company)
STATEMENT OF OPERATIONS
and from inception (July 19, 2013) through October 31, 2013

   
FROM
   
INCEPTION
   
TO 10/31/13
         
REVENUE
 
$
-
 
         
COST OF SERVICES
   
-
 
         
GROSS PROFIT OR (LOSS)
   
-
 
         
GENERAL AND ADMINISTRATIVE EXPENSES
   
22,295
 
       
NET INCOME (LOSS)
   
(22,295
)
         
ACCUMULATED DEFICIT, BEGINNING BALANCE
   
-
 
       
ACCUMULATED DEFICIT, ENDING BALANCE
 
$
(22,295
)
         
Earnings (loss) per share
 
$
(0.00)
 
         
Weighted average number of common shares
   
10,000,000
 
The accompanying notes are an integral part of these financial statements.
 
 
GREENPRO, INC.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (July 19, 2013) through October 31, 2013

         
COMMON
   
PAID-IN
   
ACCUM.
   
TOTAL
 
   
SHARES
   
STOCK
   
CAPITAL
   
DEFICIT
   
EQUITY
 
                               
Stock issued in August 8, 2013
    10,000,000     $ 1,000     $ 1,000     $ -     $ 1,000  
                                         
Net Income (Loss)
                            (22,295 )     (22,295 )
                                         
Total, October 31, 2013
    10,000,000     $ 1,000       1,000       (22,295 )     (21,295 )
 
The accompanying notes are an integral part of these financial statements.
 
 
GREENPRO, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
From inception (July 19, 2013) through October 31, 2013

   
FROM
INCEPTION
TO 9/30/13
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
       
Net income (loss)
  $ (22,295 )
         
Increase in loan from related parties
    82,500  
         
         
Net cash provided by (used in) operating activities
    60,205  
         
CASH FLOWS FROM INVESTING ACTIVITIES
       
         
None
    -  
         
Net cash flows provided by (used in) investing activities
    -  
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
         
Contribution of Capital
    1,000  
         
Net cash flows provided by (used in) financing activities
    1,000  
         
CASH RECONCILIATION
       
         
Net increase (decrease) in cash
    61,205  
Cash - beginning balance
    -  
         
CASH BALANCE - END OF PERIOD
  $ 61,205  
 
The accompanying notes are an integral part of these financial statements.
 

GREENPRO, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS

1.   Summary of significant accounting policies:

Industry:

Greenpro, Inc. (“Greenpro”) was incorporated on July 19, 2013 in the state of Nevada. Greenpro locates in Hong Kong. It intends to provide cloud system resolution and financial consulting service for small and mid-size businesses located in East Asia, with a focus in Mainland China, Hong Kong and Malaysia. Greenpro’s comprehensive range of services cover cloud accounting system, internal control advisory services, business planning, accounting outsourcing services, professional practice advisory services, and risk management consulting services.

The Company has adopted its fiscal year end to be October 31.

Results of Operations and Ongoing Entity:

The Company is considered to be an ongoing entity for accounting purposes; however, there is substantial doubt as to the Company's ability to continue as a going concern. The Company's shareholders fund any shortfalls in the Company's cash-flow on a day to day basis during the time period that the Company is in the development stage.

Liquidity and Capital Resources:

In addition to the stockholder funding capital short-falls, the Company anticipates interested investors that intend to fund the Company's growth.

Cash and Cash Equivalents:

The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.

Basis of Accounting:

The Company's financial statements are prepared in accordance with U.S. generally accepted accounting principles.

Income Taxes:

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, the Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.


GREENPRO, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS

Fair Value of Financial Instruments:

The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

Concentrations of Credit Risk:

Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.
 
2. Related Party Transactions and Going Concern:
 
The Company sold a total of 10,000,000 shares of our Common Stock to our officers at $0.0001 per share for aggregate proceeds of $1,000 in August 2013.

In August 2013, the Company issued two 8% Convertible Promissory Notes (the “Notes”) to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan (the “Holders”), in the principal amount of $41,250 for each Note, pursuant to certain Securities Purchase Agreements dated August 12, 2013. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to the Company’s Common Stock at the Holders’ election at a conversion price of $.00825 per share.

The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.

3. Accounts Receivable and Customer Deposits:

Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.
 
4.  Use of Estimates:
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.
 
5. Revenue and Cost Recognition:

The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.
 
 
GREENPRO, INC.  
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
 
6. Accrued Expenses:
 
Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.
 
7. Operating Lease Agreements:

The Company has no agreements at this time.
 
8. Stockholder's Equity :

Preferred stock includes 100,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.

Common Stock includes 500,000,000 shares authorized at a par value of $0.0001, of which 10,000,000 have been issued for the amount of $1,000 in August 2013.
 
9. Required Cash Flow Disclosure for Interest and Taxes Paid:

The company has paid no amounts for federal income taxes and interest.

10. Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.

11. Income Taxes:

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used. These net operating losses expire as the following: $22,295 at 2033.

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used.


GREENPRO, INC. 
(a development stage company)
NOTES TO FINANCIAL STATEMENTS

The Company's management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used. The tax based net operating losses create tax benefits in the amount of $765 from inception through October 31, 2013.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of October 31, 2013 are as follows:

Deferred tax assets:
     
Federal net operating loss
  $ 22,295  
State net operating loss
    -  
         
Total Deferred Tax Asset
    765  
Less valuation allowance
    (765 )

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate
    15.0 %
State tax, net of federal benefit
    5.0 %
Increase in valuation allowance
    ( 20.0 %)
         
Effective income tax rate
    0.0 %
 
 
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.  Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee
  $ 64.4  
Federal Taxes
  $ 0  
State Taxes and Fees
  $ 0  
Listing Fees
  $ 0  
Printing and Engraving Fees
  $ 0  
Transfer Agent Fees
  $ 500  
Accounting fees and expenses
  $ 4,000  
Legal fees and expenses
  $ 6,000  
Total
  $ 10,564.4  

All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above.
 
 
Item 14.  Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:
 
 
1.  
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
     
 
2.  
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
     
 
3.  
a transaction from which the director derived an improper personal profit; and
     
 
4.  
willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
 
 
1.  
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
     
 
2.  
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
     
 
3.  
a transaction from which the director derived an improper personal profit; and
     
 
4.  
willful misconduct.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
 

Item 15.  Recent Sales of Unregistered Securities

On August 8, 2013, we issued 5,000,000 shares of our Common Stock to our CEO, Mr. Lee Chong Kuang at $0.0001 per share for aggregate proceeds of $500. On the same day, we issued 5,000,000 shares of our Common Stock to our CFO, Mr. Loke Che Chan at $0.0001 per share for aggregate proceeds of $500.

On August 12, 2013, the Company issued two 8% Convertible Promissory Notes (the “Notes”) to our Chief Executive Officer, Lee Chong Kuang and our Chief Financial Officer, Loke Che Chan (the “Holders”), in the principal amount of $41,250 for each Note, pursuant to certain Securities Purchase Agreements dated August 12, 2013. The maturity date for the Notes is January 28, 2014 at 8% interest rate per annum. The Notes may be convertible to the Company’s Common Stock at the Holders’ election at a conversion price of $.00825 per share.

The above referenced issuances of the Company’s securities were not registered under the Securities Act of 1933, and we relied on exemptions pursuant to Regulation S promulgated under the Securities Act of 1933 for such issuance.

Item 16.  Exhibits

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K. All exhibits have been previously filed unless otherwise noted.

EXHIBIT NO.
      
DOCUMENT DESCRIPTION
3.1
 
Articles of Incorporation
3.2
 
Bylaws
4.1
 
Common Stock Certificate Specimen
4.2
 
Form of Convertible Promissory Note
5.1
 
Opinion of Counsel
10.1
 
Form of Subscription Agreement
10.2   Form of Securities Purchase Agreement
14.1
 
Code of Ethics
23.1
 
Consent of Accountants
 
 
Item 17.  Undertakings

The undersigned registrant hereby undertakes:
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.
That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 
(i)
Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

 
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

 
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

 
(iv)
Any other communication that is an offer in the offering made by the registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waichai, Hong Kong on January 24, 2014.
 
  Greenpro, Inc.
     
 
By:
/s/ Lee Chong Kuang
   
Name: Lee Chong Kuang
Title: Chief Executive Officer, President, Director
     
 
By:
/s/ Loke Che Chan, Gilbert
   
Name: Loke Che Chan, Gilbert
   
Title: Chief Financial Officer, Secretary, Treasurer Director
 
In accordance with the requirements of the Securities Act of 1933, this Prospectus has been signed by the following persons in the capacities and on the dates stated.

SIGNATURES
 
TITLE
 
DATE
         
/s/ Lee Chong Kuang
 
President, Chief Executive Officer, Director
 
January 24, 2014
Lee Chong Kuang        
         
/s/ Loke Che Chan, Gilbert
 
Chief Financial Officer, Secretary, Treasurer, Director
 
January 24, 2014
Loke Che Chan, Gilbert        
 
 
35 

Exhibit 3.1
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
 
 
Articles of Incorporation
(PURSUANT TO NRS 78)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20130481461-40
Filing Date and Time
07/19/2013  10:23 AM
Entity Number
E0358182013-0
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
1.          Name of
             Corporation:
Greenpro, Inc.
   
2.     Registered Agent for Service of Process: 
     (check only one box)
x Commercial Registered Agent: Vcorp Services, LLC
                              Name
o Noncommercial Registered Agent       OR              o Office or Position with Entity
      (name and address below)                                                           (name and address below)         
                           
     
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity 
 
 
 
 
 
 
 Street Address  City    Zip Code
       
 Mailing Address (if different from street address)  City    Zip Code
   
3.      Authorized Stock:
     (Number of shares corporation
       is    authorized to issue)
Number of shares
With par value:    600,000,000
Par value
Per share: $.0001
Number of shares
Without par value:
4.         Name & Addresses
  Of the Board of Directors/Trustees: 
(each Director/Trustee must be a natural
  person at least 18 years of age: attach
additional pages if more than three
       directors/trustees
       
1. Loke Che Chan, GilbertMendez
     
    Name
     
9/F Kam Chung Comm. Bldg., 19-21 Hennessy Rd.
Wanchai
HK
 
Street Address
City
State
Zip Code
       
2.  Lee Chung Kuang
     
     Name
 
 
  
9/F Kam Chung Comm. Bldg., 19-21 Hennessy Rd.
Wanchai HK  
Street Address
City
State
Zip Code
       
3.  
     
   Name
     
   Street Address
City
State
Zip Code
   
5.      Purpose:
     (optional –see Instructions)
The purpose of this corporation shall be: 
Any and all lawful business permitted under the U.S. and Nevada laws.
         
6.      Name, Address
     And Signature of
     Incorporator:
     (attach additional pages if
       more than one incorporator)
 
 
   Gracie Zhou
X   /s/  Gracie Zhou
   Name
Incorporator Signature
   
       
   900 Third Ave, 5th Floor 
New York
NY
10022
   Address
City
State
Zip Code
         
7.    Certificate of
     Acceptance of
     Appointment of
     Resident Agent:
I hereby accept appointment as Resident Agent for the above named entity.
 
 
X    /s/ Farah Moiso
7/19/2013
Authorized Signature of Registered Agent of On Behalf of registered Agent Entity
Date
 
This form must be accompanied by appropriate fees.
 
 

 
 
ARTICLES OF INCORPORATION
 
OF
 
GREENPRO. INC.
 
(continued)
 
3. Authorized Stock: The aggregate number of shares which the Corporation shall have authority to issue is six hundred million (600,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.0001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is five hundred million (500,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is one hundred million (100,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, conversion rights, cumulative, relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the Board of Directors.
 
 

Exhibit 3.2
 
BY-LAWS

OF

GREENPRO, INC.
(a Nevada corporation)

ARTICLE I

CERTIFICATES OF STOCK

Section 1.       Certificates Representing Stock . (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

(b) Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c)  The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.
 
Section 2.       Uncertificated Shares . Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.
  
Section 3.       Fractional Share Interests . The corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
 
 
 

 

Section 4.       Stock Transfers . Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
 
Section 5.       Record Date For Stockholders . In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
 
2

 
 
Section 6.     Designation of Stocks . When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall   set forth in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.
 
ARTICLE II

STOCKHOLDERS
 
Section 1.       Meaning of Certain Terms . As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the articles of incorporation, except as any provision of law may otherwise require.

Section 2.       Stockholder Meetings .

(a) Time . The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.
 
(b) Place . Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.
 
 
3

 
 
(c) Call . Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

(d) Notice or Waiver of Notice . Written notice of all meetings shall be given, stating the place, date, hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
 
(e) Stockholder List . The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

(f) Conduct of Meeting . Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.
 
 
4

 

(g) Proxy Representation . Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

(h) Inspectors . The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may, but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.
 
(i) Quorum . The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.
 
(j) Voting . Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.
 
 
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Section 3.       Stockholder Action Without Meetings . Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the provisions of Section 78.320 of the Nevada Revised Statutes.

ARTICLE III
 
DIRECTORS

Section 1.       Functions and Definition . The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 2.       Qualifications and Number . A director need not be a stockholder, a citizen of the United States, or a resident of the State of Nevada. The initial Board of Directors shall consist of two (2) persons. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors.
 
Section 3.       Election and Term . The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation, shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal. Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.  
 
Section 4.       Meetings .  

(a) Time . Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

(b) Place . Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.
 
 
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(c) Call . No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

(d) Notice or Actual or Constructive Waiver . No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.
 
(e) Quorum and Action . A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

(f) Chairman of the Meeting . The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

Section 5.       Removal of Directors . Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.

Section 6.       Committees . The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal of the corporation to be affixed to all papers which may require it.
 
 
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Section 7.       Written Action . Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 8.       Board of Advisors.   The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.
 
ARTICLE IV

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
 
 
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ARTICLE V
 
CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE VI
 
FISCAL YEAR

The fiscal year of the corporation shall be fixed and initially be October 31, and shall be subject to change, by the Board of Directors.
 
ARTICLE VII
 
AMENDMENT

These Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.
 
 
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CERTIFICATE OF SECRETARY
 
I, the undersigned, do hereby certify:
 
1.         That I am the duly elected and acting secretary of Master Silicon Carbide Industries, Inc., a Nevada corporation; and
 
2.         That the foregoing Bylaws, comprising night (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board of directors of said corporation by a Unanimous Written Consent dated as of July 26, 2013.
 
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 26th day of July, 2013.
 
 
 
/s/ Loke Che Chan, Gilbert
 
   
Loke Che Chan, Gilbert
 
   
Secretary
 
 
 

Exhibit 4.1
 
 
 
 

 
 
 

Exhibit 4.2
 
For U.S. Investors:

[THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.]

For Non-U.S. Investors:

[THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.]
 
GREENPRO, INC.
 
 (A Nevada Corporation)
 
8% CONVERTIBLE NOTE

DUE January 28, 2014

Original Issuance Date: August 12, 2013
US$ 41,250
(Equivalent to HK$320,000)

FOR VALUE RECEIVED, Greenpro, Inc. , a Nevada corporation (the “ Company ”), hereby unconditionally promises to pay to Loke Che Chan, Gilbert (together with its registered assigns, the “ Holder ”) on January 28, 2014 (the “ Maturity Date ”) the principal sum of Forty-one Thousand Two Hundred and Fifty UNITED STATES DOLLARS (U.S.$41,250) [Equivalent to HK$320,000] (the “Principal”), and to pay to the Holder interest on the unpaid principal amount of this Note as provided in Article I hereof.
 
 
 

 
 
ARTICLE I

Section 1.1             Definitions .  The following terms shall have the meanings set forth below:

Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the Province of Ontario are authorized or obligated to close.

“Conversion Price” means $$0.00825 per share.

Dollars ” and “ $ ” means lawful money of the United States of America.

 
Note ” means this 8% Convertible Promissory Note of the Company issued to the Holder, as modified and supplemented and in effect from time to time.

Person ” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity.

“Stock” means the Company’s $.0001 par value per share common stock.

ARTICLE II

Section 2.1             Principal .  Subject to Section 5.1 herein, the entire unpaid principal amount of this Note shall be paid on the Maturity Date.  Promptly following the payment in full of this Note, the Holder shall surrender this Note to the Company for cancellation.

Section 2.2             Interest .  Interest shall accrue (on a compounded basis) on the daily unpaid principal amount of this Note, for each day during the period from and including the date hereof (the “ Commencement Date ”) to but excluding the date such Note shall be paid in full, at a rate of eight percent (8%) per annum (the “ Interest Rate ”) and shall be payable on the Maturity Date.
 
 
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ARTICLE III

Section 3.1             Payments Generally .  All payments of principal and interest to be made by the Company in respect of this Note shall be made in Dollars by delivery to the Holder, at the address the Holder provides to the Company, not later than 12:00 noon New York time on the date on which such payment shall be due.  If the due date of any payment in respect of this Note would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall be payable on any principal so extended for the period of such extension.  All payments by the Company under this Note will be made without setoff or counterclaim and free and clear of, and without deductions for, any taxes, fees or other expenses or claims of any kind.

Section 3.2             Prepayments .  At any time, and from time to time, the Company may, at its option, prepay this Note (in an amount up to but not exceeding the unpaid principal amount hereof and any accrued interest hereon) in whole or in part without premium or penalty.

ARTICLE IV

Section 4.1             Conversion Privilege .  Until this Note is paid in full, Holder may, at its option, convert all or any portion of the outstanding principal balance of, and all accrued interest on, this Note, into the number of shares of Stock obtained by dividing (i) the unpaid principal amount and interest due on this Note, by (ii) the Conversion Price of Stock.
 
Section 4.2             Conversion Procedure.   To convert this Note pursuant to this Article IV, the Holder must  (i) complete and sign the “Form of Election to Convert” (ii) complete and sign subscription documents reasonably requested by the Company and (iii) if the conversion is of the entire unpaid principal of, and interest on, this Note, then surrender this Note to the Company.  As promptly as practicable after delivery of an Election to Convert in accordance with this Section 4.2, the Company shall issue and deliver to Holder, a certificate or certificates for the full number of whole Shares issuable upon the conversion of this Note in accordance with the provisions of this Article IV.
 
Section 4.3           Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Securities Purchase Agreement and may be transferred or exchanged only in compliance with the Securities Purchase Agreement and applicable federal and state securities laws and regulations.

Section 4.4            Reservation of Shares; Shares to be Fully Paid.   The Company shall reserve, out of its authorized but unissued Shares, sufficient Shares to provide for the conversion of the entire Note.  The Company covenants that all Shares which may be issued upon conversion of this Note will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance and delivery thereof.
 
 
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ARTICLE V

Section 5.1            Event of Default .  " Event of Default ", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of any interest in respect of this Note within ten (10) Business Days after it becomes due and payable; or

(b)           default in the payment of the outstanding principal amount of this Note at its Maturity Date; or

(c)           the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under Federal bankruptcy law or any other applicable Federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; or

(d)           the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under Federal bankruptcy law or any other applicable Federal or state law, or the consent by the Company to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.

Section 5.2            Acceleration of Note .  If an Event of Default occurs and is continuing, then and in every such case the Holder may declare the outstanding principal amount of this Note (including accrued interest as provided in Article III hereof) to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal shall become immediately due and payable.  Notwithstanding the foregoing, if an Event of Default referenced in paragraph (c) or paragraph (d) of Section 5.1 occurs, the outstanding principal amount of this Note (including accrued interest as provided in Article III hereof) shall automatically become due and payable immediately without any declaration or other action on the part of the Holder.  At any time after the outstanding principal amount of this Note shall become immediately due and payable and before a judgment or decree for payment of the money due has been obtained, the Holder, by written notice to the Company, may rescind and annul any acceleration and its consequences.

 
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ARTICLE VI

Section 6.1             Governing Law; Jurisdiction .  This Note shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.  The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Courts of the State of Nevada in any action or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the State of Nevada.  The Company hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note in any court referred to above, and hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.  The Company irrevocably consents to service of process in the manner provided for notices below.  Nothing in this Agreement will affect the right of the Holder to serve process in any other manner permitted by law.

Section 6.2             Successors .  All agreements of the Company in this Note shall bind its successors and permitted assigns.  This Note shall inure to the benefit of the Holder and its permitted successors and assigns.  The Company shall not delegate any of its obligations hereunder without the prior written consent of Holder.

Section 6.3             Amendment, Modification or Waiver .  No provision of this Note may be amended, modified or waived except by an instrument in writing signed by the Company and the Holder.

Section 6.4             Legend .  This Note, and any note issued in exchange or substitution for this Note, shall bear the legend appearing on the first page hereof.

Section 6.5             Delay or Omission Not Waiver .  No failure or delay on the part of the Holder in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
 
[Signature Page Follows]
 
 
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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an authorized officer thereof as of the date and year first above written.
 
 
Greenpro, Inc.
 
       
 
By:
   
  Name: Lee Chong Kuang  
  Title: Chief Executive Officer  
 
 
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NOTICE OF ELECTION TO CONVERT

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned holder hereby irrevocably elects to convert $____________ of the principal and interest of the Note into _______ shares of common stock of Greenpro, Inc. (the “Company”) pursuant to the Convertible Promissory Note issued by the Company due________, 2014 according to the conditions set forth in said note and as of the date set forth below.

Date of Conversion:
 
Signature:

[Name]

Address:
 
 

Exhibit 5.1
 
 
January 24, 2014                    
 
Greenpro, Inc.
Board of Directors
9/F., Kam Chung Commercial Building
19-21 Hennessy Road
Wanchai, Hong Kong
 
Re: Registration Statement on Form S-1
 
Gentlemen:
 
We have acted as counsel to Greenpro, Inc., a Nevada corporation (the " Company "), in connection with the filing of a Registration Statement on Form S-1 (the " Registration  Statement ") with the Securities and Exchange Commission (the " Commission "), with respect to the registration under the Securities Act of 1933, as amended (the " Act "), of 2,000,000 shares of the Company's common stock, $.0001 par value per share, offered by the Company in a direct primary offering (the " Shares ").
 
In our capacity as counsel, we are familiar with the proceedings taken by the Company in connection with the authorization and issuance of the Shares. In addition, in connection with the registration of the Shares, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby, including, but not limited to, the Articles of Incorporation and any amendments thereto, the Bylaws and any amendments thereto, the Company’s resolutions of the Board of Directors authorizing the issuance of shares and the registration described above, and such other corporate documents and matters as we have deemed necessary to render our opinion.
 
In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of the originals of such copies; and (b) relied on (i) certificates of public officials and (ii) as to matters of fact, statements and certificates of officers and representatives of the Company.
 
Based upon the foregoing, we are of the opinion that the Shares which are being offered by the Company and being registered in the Registration Statement have been duly authorized, and when distributed and sold in the manner referred to in the Registration Statement will be validly issued, fully paid and non-assessable.
 
 
 

 
 
Page 2
 
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. We also hereby consent to the references to our firm under the caption “Interest of Named Experts and Counsel,” and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof.
 
Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. The foregoing opinions relate only to matters of the internal law of the State of Nevada without reference to conflict of laws and to matters of federal law, and we do not purport to express any opinion on the laws of any other jurisdiction. We assume no obligation to supplement this opinion if, after the date hereof, any applicable laws change, or we become aware of any facts that might change our opinions, as expressed herein.
 
The opinion expressed herein may be relied upon by the Company in connection with the registration of the Shares, as contemplated by, and in conformity with, the Registration Statement. With the exception of the foregoing, the opinion expressed herein may not be relied upon by any other person without our prior written consent.
 
 
Very truly yours,
 
 
 
/s/ Ofsink, LLC
 
 
     Ofsink, LLC 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Exhibit 10.1
 
SUBSCRIPTION AGREEMENT
GREENPRO, INC

WHEREAS, Greenpro, Inc, a Nevada Corporation (the “Company”), desires to issue 2,000,000 shares of common stock, par value $.0001 per share (“Common Stock”) at a price of $0.25 per share pursuant to the Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission filed on ____________, 2014 and declared effective on ________, 2014 (the “Registration Statement”);

WHEREAS, the undersigned (the “Purchaser,” together with the Company, the “Parties”) desires to acquire the number of shares set forth on the signature page hereto.

NOW, THEREFORE, for and in the consideration of premises and the mutual covenants hereinafter set forth, the Parties hereby agree the following:

1.       Subscription.    The Purchaser hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock of the Company, set forth on the signature page of this Agreement at a price of US $0.25 per share for the aggregate price set forth on the signature page of this Agreement (U.S. dollars) (the "Funds") pursuant to the Registration Statement. A copy of Registration Statement was provided to the Purchaser by the Company. Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing.

2.       Representations and Warranties of the Purchaser.   In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows:

A.     The Purchaser is purchasing the Shares for the Purchaser’s own account.

B.      The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its Registration Statement, its business plan, management and current financial condition.  The Purchaser acknowledges that the Company is newly organized, does not have an operating history. The Purchaser recognizes that the purchase of the Shares involves a high degree of risks.

C.      The Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment.  The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing.

D.      Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in this Agreement and the result of independent investigation by the Purchaser.

 
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E.      The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

F.      The Purchaser hereby acknowledges receipt of a copy of the Prospectus under the Registration Statement relating to this offering and the Shares (the “Prospectus”), which is on file with the United States Securities and Exchange Commission. The Purchaser represents and warrants that, in making his decision in investing the Shares, he is not relying on any representation other that those contained in the Prospectus.

3.       Representations of the Company .  The Company represents and warrants to the Purchaser that:

A.      The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws.

B.      The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property.

C.      The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company.

D.      There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof.

E.      The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties.
 
 
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F.      There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

4.       Non-Assignability.   Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser.  Moreover, the Company shall refuse to register any transfer of the common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.

5.      Modification/Entire Agreement.   This Agreement (i) may only be modified by a written instruction executed by the Purchaser and the Company; (ii) sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and (iii) shall enure heirs, legal representatives, successors and permitted assigns.

6.      Governing Law.   This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada.

7.      Notices.   All Notices or other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered personally (including courier service) or mailed by certified or registered mail, return receipt requested, postage prepaid.

[Signature Page Follows]

 
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IN WITNESS WHEREOF the Purchaser has executed this Subscription Agreement on the date set forth below.

The Subscriber hereby offers to subscribe for _______________ Shares on the terms and conditions of this Agreement and agrees to pay the Funds and delivers herewith a certified check, wire transfer, money order or bank draft in the sum of US$____­­­­­__________ .00   made payable to the Company.

DATED:  _________________________

SIGNED, SEALED AND DELIVERED
By the Subscriber as follows:
 

Signature of the Subscriber
 

Printed Name of Subscriber
 

Residential Address of Subscriber


City and State of Subscriber
 

 
Acceptance by the Company

This Agreement is accepted by the Company as of the ____ day of ______________________, 2014.

 
Greenpro, Inc.
   
  By:    
 
Name:   
Lee Chong Kuang
 
Title:
Chief Executive Officer
 
 
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Exhibit 10.2
 
SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is made and entered into as of August 12, 2013 by and between Greenpro, Inc. , a Nevada corporation (the “ Company ”) and the undersigned (the “ Purchaser ”). The Purchaser, together with the Company shall be referred to as the “ Parties ”.

WHEREAS , the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company a promissory note described below under Section 1 of this Agreement pursuant to an exemption from registration under Section 4(2), Regulation D, and/or Regulation S under the Securities Act of 1933, as amended (the “1933 Act”) or other applicable exemptions on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.  
Securities Sale and Purchase . The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company a promissory note in the form of Exhibit A (the “Note” or the “Securities”) in the principal amount of $41,250 (the “Purchase Price”) pursuant to an exemption from registration provided by Section 4(2), Regulation D, and/or Regulation S promulgated under the 1933 Act or other applicable exemption.

2.  
Closing.   At the closing, the Company will deliver to the Purchaser the Note and the Purchase Price shall be paid by the Purchaser via wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such date as the parties may agree upon (the “ Closing ” and the “ Closing Date ”) at the offices of Ofsink, LLC, 900 Third Avenue, 5 th Floor, New York, New York 10022, U.S.A., at 10:00 a.m., or at such other location or by such other means upon which the parties may agree; provided, that all of the conditions set forth in Section 2 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith.

3.  
Representations, Warranties and Covenants of the Company . The Company represents and warrants to the Purchaser, as of the date hereof, as follows:

(a)  
Organization and Standing . The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.

(b)  
Authorization and Power . The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors of the Company. The Agreement has been (or upon delivery will be) duly executed by the Company is or, when delivered in accordance with the terms hereof, will constitute, assuming due authorization, execution and delivery by each of the parties thereto, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 
 

 
 
(c)  
No Conflict .  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect on the Company.  This Agreement when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally).

(d)  
Authorization.   Issuance of the Note to Purchasers has been duly authorized by all necessary corporate actions of the Company.
 
(e)  
Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or Federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material adverse effect on the Company.
 
(f)  
Use of Proceeds.   The proceeds of this Offering and sale of the Note, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes.
 
(g)  
Consents/Approvals.   No consents, filings (other than Federal and state securities filings relating to the issuance of the Note pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.
 
(h)  
No Commissions.   The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby.

 
 

 
 
(i)  
Disclosure. No representation or warranty by the Company in this Agreement, the Agreement, nor in any certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.  To the knowledge of the Company and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Purchasers that would have a Material Adverse Effect.
 
(j)  
Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.
 
 
4.  
Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows:

(a)  
Authority .  Such Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligation hereunder.  Each of this Agreement and other related documents has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
 
(b)  
Investment Intent .  Such Purchaser is acquiring the Note as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Note or any part thereof, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Note in compliance with applicable federal and state securities laws.  Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Note for any period of time.  Such Purchaser is acquiring the Note hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
 
(c)  
Purchaser Status .
 
(i)