The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2021 and 2020, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report. Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Annual Report.





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Company Overview

Greenpro Capital Corp. (the "Company" or "Greenpro"), was incorporated in the State of Nevada on July 19, 2013. We provide cross-border business solutions and accounting outsourcing services to small and medium-size businesses located in Asia, with an initial focus on Hong Kong, Malaysia and China. Greenpro provides a range of services as a package solution (the "Package Solution") to our clients and we believe that our clients can reduce their business costs and improve their revenues.

In addition to our business solution services, we also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation. One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high growth companies to support such companies during critical growth periods, which will include education and support services, and (2) searching the investment opportunities in selected start-up and high growth companies, which may generate significant returns to the Company. Our venture capital business focuses on companies located in South-East Asia and East Asia, including Hong Kong, Malaysia, China, Thailand and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.





Results of Operations

For information regarding our controls and procedures, see Part II, Item 9A - Controls and Procedures, of this Annual Report.

During the years ended December 31, 2021 and 2020, we operated in three regions: Hong Kong, Malaysia and China. We derived revenues from rental activities of our commercial properties, sale of properties, and the provision of services. A table further describing our revenue and cost of revenues is set forth below:





                                                          Year ended December 31,
                                                          2021              2020

REVENUES:

Service revenue (including $861,449 and $250,246 of service revenue from related parties for the years ended December 31, 2021 and 2020, respectively) $ 2,820,950 $ 1,876,954 Rental revenue

                                              128,830           124,128
Sale of real estate properties                                    -           253,729
Total revenues                                            2,949,780         2,254,811

COST OF REVENUES:
Cost of service revenue (including $0 and $2,514 of
cost of service to related parties for the years
ended December 31, 2021 and 2020, respectively)            (422,908 )        (338,683 )
Cost of rental revenue                                      (49,778 )         (50,114 )
Cost of real estate properties sold                               -          (210,616 )
Total cost of revenues                                     (472,686 )        (599,413 )

GROSS PROFIT                                              2,477,094         1,655,398

OPERATING EXPENSES:
General and administrative (including $12,922 and
$12,483 of general and administrative expense to
related parties for the years ended December 31,
2021 and 2020, respectively)                             (5,231,778 )      (4,560,973 )
Total operating expenses                                 (5,231,778 )      (4,560,973 )

LOSS FROM OPERATIONS                                  $  (2,754,684 )   $  (2,905,575 )




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Comparison of the years ended December 31, 2021 and 2020





Total Revenues

Total revenue was $2,949,780 and $2,254,811 for the years ended December 31, 2021 and 2020, respectively. The increase of $694,969 was primarily due to an increase in the revenue of business services. We expect revenue from our business services segment to steadily improve as we are expanding our businesses into new territories.

Service Business Revenue

Revenue from the provision of business services was $2,820,950 and $1,876,954 for the years ended December 31, 2021 and 2020, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting and financial analysis services. We expect revenue from our business services segment to steadily improve as we are expanding our businesses into new territories.





Real Estate Business



Rental Revenue

Revenue from rentals was $128,830 and $124,128 for the years ended December 31, 2021 and 2020, respectively. It was derived principally from leasing properties in Malaysia and Hong Kong. We believe our rental income will be stable in the near future.





Sale of Properties

For the year ended December 31, 2021, revenue from the sale of properties was $0, as no property was sold. For the year ended December 31, 2020, there was revenue of $253,729 generated from the sale of one property located in Hong Kong.

As opportunities permit, management expects to continue to purchase and sell commercial real estate in the near future. Accordingly, we expect revenue and costs attributable to the sale of properties to fluctuate on a going forward basis.





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Total Operating Costs and Expenses

Total operating costs and expenses were $5,704,464 and $5,160,386 for the years ended December 31, 2021 and 2020, respectively. They consist of cost of service revenue, cost of rental revenue and cost of real estate properties sold, and general and administrative expenses.

Loss from operations for the Company for the years ended December 31, 2021 and 2020 was $2,754,684 and $2,905,575, respectively. The decrease in loss from operations was mainly due to an increase in service revenue by $943,996.





Cost of Service Revenue

Cost of revenue for provision of services was $422,908 and $338,683 for the years ended December 31, 2021 and 2020, respectively. It primarily consists of employee compensation and related payroll benefits, company formation cost and other professional fees directly attributable to cost related to the services rendered.





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Cost of Rental Revenue

Cost of rental revenue was $49,778 and $50,114 for the years ended December 31, 2021 and 2020, respectively. It includes the costs associated with taxes, repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fee and utility expenses are paid directly by tenants.

Cost of Real Estate Properties Sold

Cost of revenue on properties sold was $0 and $210,616 for the years ended December 31, 2021 and 2020, respectively. It primarily consists of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred.





General and Administrative

General and administrative ("G&A") expenses were $5,231,778 and $4,560,973 for the years ended December 31, 2021 and 2020, respectively. In 2021, G&A expenses primarily consisted of salaries and wages of $1,636,129, directors' salary and compensation of $707,343, advertising and marketing of $603,164, commission of $260,494, rent and rates of $179,101, subscription fee of $154,042, and audit, legal, and other professional fees of $707,166. We expect our G&A expenses will continue to increase as we integrate our business acquisitions, expand our businesses and offices into new jurisdictions, and strengthen our existing businesses.

Fair value of shares issued for consultancy fee, subscription fee and marketing expenses

For the year ended December 31, 2021, the Company issued 60,000 shares and 200,000 shares of restricted Common Stock for subscription fee of $144,120 and marketing expense of $280,080, respectively.

On April 7, 2021, the Company issued 60,000 shares of restricted Common Stock to a designee of the Innovest Energy Fund (the "Fund") as subscription fee of $144,120 ($2.402 per share) associated with the Fund.

On November 17, 2021, the Company issued 200,000 shares of restricted Common Stock valued at $1.0404 per share, or a total of $208,080 for marketing expense to an investor relations agent, Mr. Dennis Burns.

For the year ended December 31, 2020, the Company issued 235,000 shares and 300,000 shares of restricted Common Stock for marketing expenses of $348,400 and consultancy fee of $372,150, respectively.

On September 14, 2020, the Company issued 35,000 shares of restricted Common Stock valued at $1.00 per share, or a total of $35,000 for marketing expense to a marketing service provider, CorporateAds, LLC.

On December 1, 2020, the Company issued 200,000 shares of restricted Common Stock valued at $1.567 per share, or a total of $313,400 for marketing expense to an investor relations agent, Mr. Dennis Burns.

On December 1, 2020, the Company issued 300,000 shares of restricted Common Stock valued at $1.2405 per share, or a total of $372,150 for consultancy fee to a business consultant, Mr. Daniel McKinney.





Other income or expenses

Net other expenses were $11,603,608 and $847,378 for the years ended December 31, 2021 and 2020, respectively. In 2021, other expenses included interest expenses of $12,950,750 which mainly consisted of interest expense associated with convertible notes of $12,900,855, loss on extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600, while other income mainly consisted of fair value gains associated with convertible notes of $5,093,720 and reversal of write-off notes receivable of $5,000,000.





Interest expenses

On October 13, 2020, the Company issued three unsecured promissory notes to Streeterville Capital, LLC, FirstFire Global Opportunities Fund, LLC, and Granite Global Value Investments Ltd. (collectively, the "Investors"), respectively. The Company issued another unsecured promissory note to Streeterville Capital, LLC ("Streeterville") on January 8, 2021, and February 11, 2021, respectively (see Note 12). Interest expenses related to the convertible promissory notes totaled $12,900,855 for the year ended December 31, 2021, which included coupon interest expense of $460,189, amortization of discount on convertible notes of $206,342, amortization of debt issuance costs of $76,380, interest expense associated with conversion of notes of $2,254,480, interest expense associated with accretion of convertible notes payable of $8,561,440, interest expense due to non-fulfillment of use of proceeds requirements of $1,106,488 and additional charge for early redemption of $235,536. Interest expenses related to the convertible promissory notes totaled $1,013,415 for the year ended December 31, 2020, which included coupon interest expense of $38,742, amortization of discount on convertible notes of $15,122, amortization of debt issuance costs of $6,780, interest expense associated with conversion of notes of $120,571 and interest expense associated with accretion of convertible notes payable of $832,200.

Total interest expenses were $12,950,750 and $1,144,530 for the years ended December 31, 2021 and 2020, respectively.

Attributable to noncontrolling interest

The Company recorded net income (loss) attributable to noncontrolling interest in the consolidated statements of operations for noncontrolling interests of a consolidated subsidiary.





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For the years ended December 31, 2021 and 2020, the consolidated financial statements included noncontrolling interests related to the Company's 60% ownership of Forward Win International Limited ("FWIL"), which is principally involved in trading and leasing properties in Hong Kong.

The Company recorded net loss attributable to noncontrolling interest of $13,876 for the year ended December 31, 2021 and net income attributable to noncontrolling interest of $8,870 for the year ended December 31, 2020. In 2021, net loss attributable to noncontrolling interest was primarily due to a net loss incurred by FWIL and its share of loss allocated to the noncontrolling interests. In 2020, net income attributable to noncontrolling interest was primarily due to a net income derived from FWIL and its share of income allocated to the noncontrolling interests.





Net Loss

Net loss was $14,363,232 and $3,752,953 for the years ended December 31, 2021 and 2020, respectively. The increase in net loss in 2021 was mainly due to an increase of G&A expenses, interest expenses associated with the convertible promissory notes, loss on extinguishment of convertible notes and impairment loss of other investments.

There were no seasonal aspects that had a material effect on the financial condition or results of operations of the Company.

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2021 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2021.





Contractual Obligations

As of December 31, 2021, one of the subsidiaries of the Company leases an office in Hong Kong under a separate non-cancellable operating lease with a term of two years commencing from March 15, 2021 to April 14, 2023. Another subsidiary of the Company leases an office in Malaysia under a separate non-cancellable operating lease with a term of one year commencing from April 1, 2021 to March 31, 2022. At December 31, 2021, the future minimum rental payments under these leases in the aggregate are approximately $115,538 and are due as follows: 2022: $96,301 and 2023: $19,237, respectively.





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Related Party Transactions

For the years ended December 31, 2021 and 2020, related party service income totaled $861,449 and $250,246, respectively.

For the years ended December 31, 2021 and 2020, related party expenses included in cost of services and general and administrative expenses totaled $12,922 and $14,997, respectively.

Impairment of related party investment was $5,349,600 and $0 for the years ended December 31, 2021 and 2020, respectively.

For the years ended December 31, 2021 and 2020, related party other income totaled $0 and $1,934, respectively.

Net accounts receivable from related parties was $41 and $152,475 as of December 31, 2021 and 2020, respectively.

Amounts due from related parties were $1,170,855 and $62,320 as of December 31, 2021 and 2020, respectively. Amounts due to related parties were $757,283 and $1,108,641 as of December 31, 2021 and 2020, respectively.

Our related parties are mainly those companies in which Greenpro Venture Capital Limited or Greenpro Resources Limited owns a certain percentage of the shares of such companies, or those companies that the Company can exercise significant influence over those companies in making financial and operating policy decisions. Some of the related parties are either controlled by or under common control of Mr. Loke Che Chan Gilbert or Mr. Lee Chong Kuang, officers and directors of the Company. One of the related parties is controlled by Ms. Chen Yanhong, a director of some of our subsidiaries.

Critical Accounting Policies and Estimates





Use of estimates

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





Revenue recognition

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

The Company's revenue consists of revenue from providing business consulting and corporate advisory services ("service revenue"), revenue from the sale of real estate properties, and revenue from the rental of real estate properties.

Impairment of long-lived assets

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





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Recent accounting pronouncements

Refer to Note 1 in the accompanying financial statements.

Liquidity and Capital Resources

Our cash balance on December 31, 2021, was $5,338,571, as compared to $1,086,753 on December 31, 2020, it was increased by $4,251,818. We estimate the Company has sufficient cash available to meet its anticipated working capital for the next twelve months.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2021, the Company incurred a net loss of $14,363,232 and net cash used in operations of $2,023,150. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company's independent registered public accounting firm, in its report on the Company's financial statements on December 31, 2021, has expressed substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





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The Company's ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company's obligations as they become due.

Despite the amount of funds that the Company has raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.





Operating activities

Net cash used in operating activities was $2,023,150 and $1,567,758 for the year ended December 31, 2021 and 2020, respectively. The cash used in operating activities in 2021 was mainly from net loss for the year of $14,363,232, reversal of write-off notes receivable of $5,000,000, fair value gains of options associated with convertible notes of $5,093,720 and offset by amortization and interest expenses associated with convertible notes of $12,440,666, loss of extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600, while the cash used in operating activities in 2020 was mainly from net loss for the year of $3,752,953 and offset by amortization and interest expenses associated with convertible notes of $974,673, consultancy and marketing expenses of $720,550.

Non-cash net expenses totaled $11,836,184 and $2,060,955 for the years ended December 31, 2021 and 2020, respectively, which were mostly composed of non-cash expenses of interest expense associated with accretion of convertible notes of $8,561,440, interest expense associated with conversion of notes of $2,254,480, interest expense due to non-fulfillment of use of proceeds requirements of $1,106,488, interest expense due to early redemption of notes of $235,536, amortization of discount on convertible notes of $206,342, amortization of debt issuance costs of $76,380, loss of extinguishment of convertible notes of $3,521,263 and impairment of other investment of $5,349,600, and offset by non-cash income of reversal of write-off notes receivable of $5,000,000 and fair value gains of options associated with convertible notes of $5,093,720 for the year ended December 31, 2021.

The Company incurred operating losses and had net cash used in operating activities for the past two years.





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Investing activities

Net cash provided by investing activities was $35,515 for the year ended December 31, 2021 and net cash used in investing activities was $44,887 for the year ended December 31, 2020.





Financing activities

Net cash provided by financing activities was $6,308,213 and $1,502,735 for the years ended December 31, 2021 and 2020, respectively.

Cash provided by financing activities was mainly from the net proceeds of convertible notes of $5,210,000 and collection of notes receivable of $5,000,000 in 2021. In 2020, cash provided by financing activities was mainly from the net cash proceeds of convertible notes of $1,470,000.

No cash proceeds from shares issued in 2021, while cash proceeds from shares issued were $477,300 in 2020.





Below is the share issuance summary of the financing activities of the Company
during 2021 and 2020:



                                                   Cash Proceeds
                          Shares of Common           from Share               Recipient(s)
         Date               Stock Issued              Issuance                 of Shares
June 15, 2020 (1)                  4,444,444     $                -        Three shareholders
September 14, 2020 (2)                35,000                      -         One shareholder
November 18, 2020 (3)                457,312                      -        Eight shareholders
November 24, 2020 (4)                 50,000                 55,000         One shareholder
November 24, 2020 (5)                145,455                160,000         One shareholder
November 30, 2020 (6)                257,591                      -         Two shareholders
December 1, 2020 (7)                 200,000                      -         One shareholder
December 1, 2020 (8)                 300,000                      -         One shareholder
December 11, 2020 (9)                935,871                      -        Three shareholders
December 31, 2020 (10)               215,000                262,300         One shareholder
February 26, 2021 (11)               342,592                      -         Two shareholders
April 7, 2021 (12)                 3,000,000                      -         One shareholder
April 7, 2021 (13)                    60,000                      -         One shareholder
April 16, 2021 (14)                  704,738                      -         One shareholder
July 14, 2021 (15)                   232,659                      -         One shareholder
July 19, 2021 (16)                    79,530                      -     Twenty five shareholders
July 26, 2021 (17)                   281,498                      -         One shareholder
August 5, 2021 (18)                  562,995                      -         One shareholder
August 12, 2021 (19)                 643,423                      -         One shareholder
August 20, 2021 (20)               3,375,000                      -         One shareholder
August 24, 2021 (21)               3,370,000                      -         One shareholder
August 31, 2021 (22)               1,709,667                      -         One shareholder
August 31, 2021 (23)               1,075,000                      -         One shareholder
October 6, 2021 (24)                 227,299                      -         One shareholder
October 8, 2021 (25)               1,042,725                      -         One shareholder
November 17, 2021 (26)               200,000                      -         One shareholder

1. The Company issued 4,444,444 shares of restricted Common Stock at a price of

$0.90 per share, or a total of $4,000,000, to acquire a 4% interest in a

12.3-kilogram carved natural blue sapphire (the "Millennium Sapphire").

2. The Company issued 35,000 shares of restricted Common Stock at a price of

$1.00 per share, or a total of $35,000, to settle marketing expense to a

marketing service provider, CorporateAds, LLC ("CorporateAds").

3. The Company issued 457,312 shares of restricted Common Stock at a price of

$1.64 per share, or a total of $749,992, to acquire 15% equity interests in

Ata Plus Sdn. Bhd ("APSB").

4. The Company issued and sold 50,000 shares of restricted Common Stock in a

private placement to Mr. Seah Kok Wah at a price of $1.10 per share for cash

proceeds of $55,000.

5. The Company issued and sold 145,455 shares of restricted Common Stock in a

private placement to AG Opportunities Fund SPC-AG Pre-IPO Fund SP1 at a price

of $1.10 per share for cash proceeds of $160,000.

6. The Company issued 257,591 shares of restricted Common Stock at a price of

$1.596 per share, or a total of $411,120, to acquire 18% equity interests in
   New Business Media Sdn. Bhd ("NBMSB").



57

7. The Company issued 200,000 shares of restricted Common Stock at a price of

$1.567 per share, or a total of $313,400, to settle marketing expense to an

investor relations agent, Mr. Dennis Burns.

8. The Company issued 300,000 shares of restricted Common Stock at a price of

$1.2405 per share, or a total of $372,150, to settle consultancy fee to a

business consultant, Mr. Daniel McKinney.

9. The Company issued 685,871 shares of restricted Common Stock at a price of

$1.458 per share, or a total of $1,000,000, to acquire 10% equity interests
    in First Bullion Holdings Inc. ("FBHI").

    The Company also issued 250,000 shares of restricted Common Stock at a price
    of $1.458 per share, or a total of $364,500 for purchase of an option to
    acquire an additional 8% of the issued and outstanding shares of FBHI, at an
    agreed valuation of FBHI equal to $20,000,000, which shall constitute partial
    payment for the option should the Company elect to exercise the option.

10. The Company issued and sold 215,000 shares of restricted Common Stock in a

private placement to Ms. Wong Wai Hing Lena at a price of $1.22 per share for

cash proceeds of $262,300.

11. The Company issued 342,592 shares of its restricted Common Stock at $2.7 per


    share, or a total of $925,000, to exercise the stock option pursuant to
    Section 2.2 of a stock purchase and option agreement dated October 19, 2020,
    between the Company, First Bullion Holdings Inc. ("FBHI") and the shareholder
    of FBHI.

12. The Company subscribed for $7,206,000 worth of Class B shares of Innovest

Energy Fund (the "Fund") by issuing 3,000,000 shares of the Company's

restricted Common Stock at a price of $2.402 per share, or a total of

$7,206,000 to the Fund.

13. The Company issued 60,000 shares of restricted Common Stock to a designee of

the Fund at a price of $2.402 per share, or a total of $144,120 to settle a

subscription fee to the Fund.

14. The Company fully repaid the convertible note issued to Streeterville

Capital, LLC ("Streeterville") on October 13, 2020 by issuance of 704,738
    shares of its restricted Common Stock at a conversion price of $1 per share
    for settlement of the principal balance of $670,000 and accrued interest of
    $34,738, respectively on April 16, 2021. The market price of the Company's
    Common Stock was $2.33 per share, or at a total value of $1,642,040, on April
    16, 2021.

15. The Company partially repaid the convertible note issued to Streeterville on

January 8, 2021 by issuance of 232,659 shares of its restricted Common Stock
    at a conversion price of $0.752175 per share for settlement of the principal
    balance of $175,000 on July 14, 2021. The market price of the Company's
    Common Stock was $1.01 per share, or at a total value of $234,986, on July
    14, 2021.

16. The Company issued 79,530 shares of its restricted Common Stock at a price of

$0.87 per share, or a total of $69,191, to redeem 347,000 shares out of total

504,750 shares of preferred stock from 25 preferred stock shareholders of

Greenpro Capital Village Sdn. Bhd.

17. The Company partially repaid the convertible note issued to Streeterville on

January 8, 2021 by issuance of 281,498 shares of its restricted Common Stock
    at a conversion price of $0.621675 per share for settlement of the principal
    balance of $175,000 on July 26, 2021. The market price of the Company's
    Common Stock was $0.93 per share, or at a total value of $261,793, on July
    26, 2021.

18. The Company partially repaid the convertible note issued to Streeterville on

January 8, 2021 by issuance of 562,995 shares of its restricted Common Stock
    at a conversion price of $0.621675 per share for settlement of the principal
    balance of $350,000 on August 5, 2021. The market price of the Company's
    Common Stock was $0.8697 per share, or at a total value of $489,637, on
    August 5, 2021.

19. The Company partially repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 643,423 shares of its restricted Common
    Stock k at a conversion price of $0.621675 per share for settlement of
    principal balance of $400,000 on August 12, 2021. The market price of the
    Company's Common Stock was $0.8101 per share, or at a total value of
    $521,237, on August 12, 2021.

20. The Company partially repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 3,375,000 shares of its restricted Common
    Stock at a conversion price of $0.621675 per share for settlement of
    principal balance of $2,098,153 on August 20, 2021. The market price of the
    Company's Common Stock was $0.7599 per share, or at a total value of
    $2,564,662, on August 20, 2021.

21. The Company partially repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 3,370,000 shares of its restricted Common
    Stock at a conversion price of $0.621675 per share for settlement of
    principal balance of $2,095,045 on August 24, 2021. The market price of the
    Company's Common Stock was $0.9164 per share, or at a total value of
    $3,088,268, on August 24, 2021.

22. The Company fully repaid the convertible note issued to Streeterville on

January 8, 2021 by issuance of 1,709,667 shares of its restricted Common
    Stock at a conversion price of $0.621675 per share for settlement of the
    balance of principal of $960,000 and accrued interest of $102,857 on August
    31, 2021. The market price of the Company's Common Stock was $0.9573 per
    share, or at a total value of $1,636,664, on August 31, 2021.

23. The Company partially repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 1,075,000 shares of its restricted Common
    Stock at a conversion price of $0.621675 per share for settlement of
    principal balance of $668,301 on August 31, 2021. The market price of the
    Company's Common Stock was $0.9573 per share, or at a total value of
    $1,029,097, on August 31, 2021.

24. The Company partially repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 227,299 shares of its restricted Common
    Stock at a conversion price of $0.43995 per share for settlement of principal
    balance of $100,000 on October 6, 2021. The market price of the Company's
    Common Stock was $0.6761 per share, or at a total value of $153,676, on
    October 6, 2021.

25. The Company fully repaid the convertible note issued to Streeterville on

February 11, 2021 by issuance of 1,042,725 shares of its restricted Common
    Stock at a conversion price of $0.43995 per share for settlement of the
    balance of principal of $154,989 and accrued interest of $303,758,
    respectively on October 8, 2021. The market price of the Company's Common
    Stock was $0.6811 per share, or at a total value of $710,200, on October 8,
    2021.

26. The Company issued 200,000 shares of its restricted Common Stock at a price


    of $1.0404 per share, or a total of $208,080, to settle marketing expense to
    Mr. Dennis Burns.

As of December 31, 2021, there were 78,671,688 shares of Common Stock issued and outstanding.

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