Nevada
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7374
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98-1146821
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(State or jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller Reporting Company
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x
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EXHIBIT NO.
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DOCUMENT DESCRIPTION
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3.1
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Articles of Incorporation*
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3.2
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Bylaws*
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4.1
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Common Stock Certificate Specimen*
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4.2
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Convertible Promissory Note Issued to Lee Chong Kuang**
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4.3
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Convertible Promissory Note Issued to Loke Che Chan, Gilbert**
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4.4
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Amendment to the Convertible Promissory Note Issued to Lee Chong Kuang**
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4.5
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Amendment to the Convertible Promissory Note Issued to Loke Che Chan, Gilbert**
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5.1
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Opinion of Counsel****
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10.1
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Form of Subscription Agreement*
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10.2
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Securities Purchase Agreement between the Company and Lee Chong Kuang **
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10.3
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Securities Purchase Agreement between the Company and Loke Che Chan, Gilbert**
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14.1
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Code of Ethics*
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23.1
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Consent of Accountants***
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23.2
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Consent of Counsel (See Exhibit 5.1)****
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
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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
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(iii)
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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;
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2.
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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;
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3.
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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
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4.
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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.
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5.
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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:
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(i)
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Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
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(iii)
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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
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(iv)
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Any other communication that is an offer in the offering made by the registrant to the purchaser.
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Greenpro, Inc.
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By:
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/s/ Lee Chong Kuang
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Name: Lee Chong Kuang
Title: Chief Executive Officer, President, Director
(Principal Executive Officer)
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By:
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/s/ Loke Che Chan, Gilbert
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Name: Loke Che Chan, Gilbert
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Title: Chief Financial Officer, Secretary, Treasurer Director
(Principal Financial Officer and Principal Accounting Officer)
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SIGNATURES
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TITLE
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DATE
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/s/ Lee Chong Kuang
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President, Chief Executive Officer, Director
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August 4, 2014
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Lee Chong Kuang
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/s/ Loke Che Chan, Gilbert
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Chief Financial Officer, Secretary, Treasurer, Director
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August 4, 2014
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Loke Che Chan, Gilbert
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Very truly yours,
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/s/ Ofsink, LLC
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Ofsink, LLC
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