美国
证券交易委员会
华盛顿，特区。20549
表格
截至季度结束的日期
或
过渡期从_________到_________
委员会文件号
（住所的州或其他司法辖区 文件号码） |
（国税局雇主 (主要 执行人员之地址) |
（主要行政办公室地址，包括邮政编码）
登记公司电话号码，包括区号
根据法案第12(b)节注册的证券:
| A类无面值普通投票股 | 交易符号 | 交易所 | ||
请勾选是否注册者(1)已在1934年证券交易法第13或15(d)条的要求下按时提交最近12个月(或该注册者需提交该报告的更短期限), (2)在过去90天内已提交此类报告要求。
√ 表明在前十二个月内（或上市公司需要提交、发布此类文件的更短期间内），申报人已经以多媒体方式向U.S.证券交易委员会提交了所有东西，并且已经将根据S-T法规第405条（本章第232.405条）副规定要提交和发布的每个互动数据文件发布在其公司网站，如果有的话。
勾选下列选项，指出注册人是否为大型加速申报人、加速申报人、非加速申报人或较小的报告公司。请参见《证券交易法》第120亿.2条中“大型加速申报人”、“加速申报人”、“较小报告公司” 或“新兴成长型公司”的定义。（只能勾选一个）：
| 大型加速存档者☐ | 加速存档者☐ |
| 较小的报告公司 | |
| 新兴成长企业 |
如果是新兴成长型企业，请打勾，以表明注册人已选择不使用遵守《证券交易法》第13(a)条所规定的任何新的或修订后的财务会计准则的延长过渡期。 ☐
请勾选适用的圆圈，表示注册登记者是否是空壳公司(根据交易所法案第12b-2条的定义)。是 ☐ 否
仅适用于破产的发行人
过去五年的进程：
请用勾选标记表示注册人是否已提交根据1934年证券交易法第12、13或15(d)节规定的所有文件和报告，且在法院确认的计划下进行了证券分配。是 ☐ 否
仅适用于公司发行人
请说明发行人各类普通股的流通情况，数据截止到最近可实际取得的日期。
截至2024年11月13日，该公司已发行并流通的股份为 的股票，每股面值为$ 发行并持续发行的注册股票（"普通股"） 流通。
目录
| 页面 | ||
| 第一部分 | 财务信息 | 3 |
| 项目1. | 精简合并财务报表: | 3 |
| 汇编的资产负债表-2024年9月30日（未经审计）和2023年12月31日 | 3 | |
| 汇编的损益表和综合收益（损失）表-截至2024年9月30日和2023年的三个和九个月（未经审计） | 4 | |
| 汇编的股东权益变动表-截至2024年9月30日和2023年的三个和九个月（未经审计） | 5 | |
| 未经审计的简明现金流量表 - 2024年9月30日和2023年，九个月结束 | 6 | |
| 基本报表附注（未经审计）-截至2024年和2023年9月30日的九个月 | 7 | |
| 项目 2. | 管理层讨论和分析财务状况和经营业绩 | 25 |
| 项目 3. | 定量和定性关于市场风险的披露 | 33 |
| 项目 4. | 控制和程序 | 33 |
| 第二部分 | 其他信息 | 34 |
| 项目 1 | 法律诉讼 | 34 |
| 项目二 | 非注册股票的销售和使用收益 | 34 |
| 项目三 | 高级证券违约 | 34 |
| 项目四 | 矿井安全披露 | 34 |
| 项目五 | 其他信息 | 34 |
| 项目六 | 展示 | 34 |
| 签名 | 35 | |
| 2 |
部分I—财务信息
项目1. 简明合并财务报表.
greenpro capital corp。
汇编简明资产负债表
截至2024年9月30日和2023年12月31日
（以美元计，份额和每份数据除外）
| 2024年9月30日 | 2023年12月31日 | |||||||
| (未经审计) | (经审计) | |||||||
| 资产 | ||||||||
| 流动资产： | ||||||||
| 现金及现金等价物（含合营企业的现金 | $ | $ | ||||||
| 应收账款，减去2024年4月30日和2024年1月31日的信用损失准备，分别为 | ||||||||
| 预付款项及其他流动资产 | ||||||||
| 应收关联方 | ||||||||
| 营业收入待摊费用 | ||||||||
| 总流动资产 | ||||||||
| 房地产和设备，净额 | ||||||||
| 房地产投资业： | ||||||||
| 持有待售房地产 | ||||||||
| 持有房地产待按投资净额 | ||||||||
| 无形资产-净额 | ||||||||
| 商誉 | ||||||||
| 其他投资（包括$99,586分别截至2024年6月30日和2023年12月31日[including$99,586分别投资于关联方]） | ||||||||
| 经营租赁使用权资产，净值 | ||||||||
| 收购中记录的商誉 | ||||||||
| 资产总计 | $ | $ | ||||||
| 负债和股东权益 | ||||||||
| 流动负债: | ||||||||
| 应付账款和应计负债 | $ | $ | ||||||
| 应付关联方 | ||||||||
| 应交所得税 | ||||||||
| 经营租赁负债，当前部分 | ||||||||
| 金融租赁负债，流动部分 | ||||||||
| 递延收入（包括$1,041,998分别截至2024年6月30日和2023年12月31日[fromrelatedparties中包括$1,075,404]） | ||||||||
| 流动负债合计 | ||||||||
| 经营租赁负债，非流动部分 | ||||||||
| 融资租赁负债，非流动部分 | ||||||||
| 负债总额 | ||||||||
| 承诺和 contingencies | ||||||||
| 股东权益: | ||||||||
| 优先股，$0.0001 面值; 授权股数； 发行和流通的股份 | ||||||||
| 普通股，每股面值$ 面值; 已授权股份; 股份分别为2024年9月30日和2023年12月31日的已发行和流通股份 | ||||||||
| 股票认购应收款项。 | ||||||||
| 累计其他综合损失 | ( | ) | ( | ) | ||||
| 累积赤字 | ( | ) | ( | ) | ||||
| Total greenpro capital股东权益 | ||||||||
| 在合并子公司中的非控股权益 | ||||||||
| 股东权益总额 | ||||||||
| 负债和股东权益总计 | $ | $ | ||||||
请参阅简明综合财务报表附注。
| 3 |
greenpro capital corp。
精简 合并损益表
综合收益/(亏损)总计
截至2024年9月30日和2023年9月30日之三个和九个月
（以美元计，份额和每份数据除外）
(未经审计)
| 截至9月30日的三个月 | 截至9月30日的九个月 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 收入: | ||||||||||||||||
| 服务收入（包括 $ | $ | $ | $ | $ | ||||||||||||
| 租赁收入 | ||||||||||||||||
| 总营业收入 | ||||||||||||||||
| 营业成本: | ||||||||||||||||
| 服务收入的成本（包括$ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 租金成本 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 营收总成本 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 毛利润 | ||||||||||||||||
| 营业费用: | ||||||||||||||||
| 一般管理费用（包括$ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 营业亏损 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 其他收入： | ||||||||||||||||
| 其他收入（包括$ | ||||||||||||||||
| 利息收入（包括$ | ||||||||||||||||
| 投资处置收益（包括$ | ||||||||||||||||
| 与warrants相关的衍生负债的公允价值收益 | ||||||||||||||||
| 其他投资的减值反转（包括减值的反转$ | ||||||||||||||||
| 应收票据的冲销逆转 | ||||||||||||||||
| 利息支出 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 总其他收入 | ||||||||||||||||
| (亏损) 税前收入 | ( | ) | ( | ) | ( | ) | ||||||||||
| 所得税费用 | ( | ) | ( | ) | ( | ) | ||||||||||
| 净（损）收益 | ( | ) | ( | ) | ( | ) | ||||||||||
| 归属于少数股东的净亏损 | ||||||||||||||||
净（亏损）收入 归属于greenpro capital corp.的普通股东 | ( | ) | ( | ) | ( | ) | ||||||||||
| 其他全面收益（损失）： | ||||||||||||||||
| - 外汇翻译收益（损失） | ( | ) | ( | ) | ||||||||||||
| 综合损益 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| 每股净（亏损）收入，基本和稀释后 | $ | ) | $ | ) | $ | ) | $ | |||||||||
| 加权平均普通股在外流通数量，基本和稀释后 | ||||||||||||||||
请参阅简明综合财务报表附注。
| 4 |
greenpro capital corp。
股东权益变动表
截至2024年9月30日和2023年9月30日之三个和九个月
（以美元计，股票数据除外）
(未经审计)
| 2024年9月30日结束的三个月（未经审计） | ||||||||||||||||||||||||||||
| 普通股 | 额外 | 累计其他 | 非 | 总计 | ||||||||||||||||||||||||
| 数量 股数 | 金额 | 实缴 注册资本 | 综合 亏损 | 累计 赤字 | 控股 利益 | 股东权益 股东权益 | ||||||||||||||||||||||
| 2024年6月30日的余额（未经审计） | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 外币兑换 | - | |||||||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 截至2024年9月30日的余额（未经审计） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 2024年9月30日止九个月（未经审计） | ||||||||||||||||||||||||||||
| 普通股 | 额外 | 累计其他 | 非 | 总计 | ||||||||||||||||||||||||
股份数量 股票 | 金额 | 已付资本 资本 | 全面收益 亏损 | 累计 赤字 | 控制 利息 | 股东权益 股权 | ||||||||||||||||||||||
| 截至2023年12月31日的余额 | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 收购子公司非控股权 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 外币兑换 | - | |||||||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 截至2024年9月30日的余额（未经审计） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 截至2023年9月30日的三个月（未经审计） | ||||||||||||||||||||||||||||
| 普通股 | 额外 | 累计其他 | 非 | 总计 | ||||||||||||||||||||||||
股份数量 股票 | 金额 | 已付资本 资本 | 全面收益 亏损 | 累计 赤字 | 控制 利息 | 股东权益 股权 | ||||||||||||||||||||||
| 2023年6月30日余额（未经审计） | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 外币兑换 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 净亏损 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 2023年9月30日结余（未经审计） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 2023年9月30日结束的九个月（未经审计） | ||||||||||||||||||||||||||||
| 普通 股 | 额外 | 累积 其他 | 非 | 总计 | ||||||||||||||||||||||||
数量 股票 | 金额 | 已付资本 资本 | 全面收益 亏损 | 累计 赤字 | 控制 利息 | 股东权益 股权 | ||||||||||||||||||||||
| 截至 2022 年 12 月 31 日的余额 | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 投资终止导致股份取消 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| 外币翻译差额 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 净收入（损失） | - | ( | ) | |||||||||||||||||||||||||
| 截至2023年9月30日的余额（未经审计） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
请参阅简明综合财务报表附注。
| 5 |
greenpro capital corp。
简明综合现金流量表
2024年和2023年截至9月30日的九个月
（以美元计）
（未经审计）
| 截至9月30日的九个月 | ||||||||
| 2024 | 2023 | |||||||
| 经营活动现金流量： | ||||||||
| 净（损失）收入 | $ | ( | ) | $ | ||||
| 调整以将净（损失）收入调节为经营活动中使用的净现金流量： | ||||||||
| 折旧 | ||||||||
| 无形资产摊销 | ||||||||
| 运营租赁使用权资产的摊销 | ||||||||
| 财务租赁权益资产的摊销 | ||||||||
| 为信贷损失提供（撤销提供） | ( | ) | ||||||
| 投资处置收益 | ( | ) | ||||||
| 应收票据的冲销逆转 | ( | ) | ||||||
| 其他投资相关方的减值 reversal | ( | ) | ||||||
| 与 warrants 相关的衍生负债的公允价值收益 | ( | ) | ||||||
| 运营资产和负债的变化： | ||||||||
| 应收账款净额 | ( | ) | ( | ) | ||||
| 预付款项及其他流动资产 | ||||||||
| 营业收入待摊费用 | ( | ) | ||||||
| 应付账款和应计负债 | ( | ) | ( | ) | ||||
| 经营租赁负债 | ( | ) | ( | ) | ||||
| 应交所得税 | ( | ) | ||||||
| 递延收入 | ( | ) | ||||||
| 经营活动使用的净现金流量 | ( | ) | ( | ) | ||||
| 投资活动现金流量： | ||||||||
| 购置固定资产等资产支出 | ( | ) | ( | ) | ||||
| 其他投资收益支出 | ||||||||
| 已售房地产业的收益 | ||||||||
| 购买其他投资 | ( | ) | ( | ) | ||||
| 融资租赁使用权资产的初始支付 | ( | ) | ||||||
| 投资活动产生的净现金流量 | ( | ) | ||||||
| 筹集资金的现金流量： | ||||||||
| 还本金融租赁负债 | ( | ) | ( | ) | ||||
| 向关联方的预付款项 | ( | ) | ( | ) | ||||
| 应收票据的收回 | ||||||||
| 筹集资金净额 | ( | ) | ( | ) | ||||
| 现金及现金等价物的汇率变动影响 | ( | ) | ||||||
| 现金及现金等价物的净变动 | ( | ) | ( | ) | ||||
| 期初现金及现金等价物余额 | ||||||||
| 期末现金及现金等价物余额 | $ | $ | ||||||
| 现金流量信息补充披露: | ||||||||
| 所得税已付现金 | $ | $ | ||||||
| 支付的利息现金 | $ | $ | ||||||
| 补充非现金投资和融资活动： | ||||||||
| 通过融资租赁负债支付融资租赁使用权资产的尾款 | $ | $ | ||||||
| 将待售房地产业分配给非控股权益，以收购非控股权益在子公司的股份并结清非控股权益的贷款 | $ | $ | ||||||
请参阅简明综合财务报表附注。
| 6 |
greenpro capital corp。
简明合并财务报表附注
2024年和2023年截至9月30日的九个月
（以美元计，份额和每份数据除外）
(未经审计)
注释1 - 组织和重要会计政策
Greenpro Capital corp.（以下简称“公司”或“GRNQ”）在2013年7月19日在内华达州注册成立。公司 目前提供广泛的业务咨询和企业顾问服务，包括跨境上市顾问服务、税务规划、顾问和交易服务、记录管理服务和会计外包服务。我们的重点是位于亚洲和东南亚的公司，包括香港、马来西亚、中国、泰国和新加坡。作为我们业务咨询 和企业顾问业务部门的一部分，Greenpro 创投有限公司为初创公司提供商业孵化器，并专注于对特定初创公司和高增长潜力公司的投资。除了我们的业务咨询和企业顾问业务部门外，我们还运营另一个业务部门，专注于收购和租赁用于投资的房地产业务，及收购和销售待售的房地产业务。
报表基础和合并原则
截至2024年9月30日和2023年9月30日的附带未经审计的合并基本报表已根据证券交易委员会（“SEC”）允许在中期报告中减少披露的规则和规定进行编制。某些通常包含在根据美国公认会计原则（“US GAAP”）编制的基本报表中的信息和脚注披露已被缩减或省略。根据管理层的意见，所有被认为对公正呈现必要的调整（包括正常的经常性折旧）均已包含在内。截止2024年9月30日的经营结果不一定指示截至2024年12月31日的预期结果。截止2023年12月31日的合并资产负债表信息源自公司截至和为截至2023年12月31日的经审计合并基本报表，该报告已于2024年3月28日提交给SEC的10-K年度报告中。这些基本报表应与该报告一起阅读。
附带的未经审计的简明合并基本报表包括公司及其全资子公司 和公司控制的控股子公司的账户，以及公司为主要受益人的实体。对于那些公司拥有权不足100%的合并子公司，外部股东的权益被显示为股权中的非控股权益。收购的业务从控制权转移给公司之日起计入合并基本报表。子公司从控制权停止之日起予以剔除。所有内部公司账户和交易在合并时已被消除。
作为持续存在的问题
随附的基本报表已根据业务持续经营假设进行编制，该假设包括在业务正常进行过程中实现资产和清偿负债及承诺。截至2024年9月30日止九个月，公司录得净损失$
公司的持续经营能力依赖于改善盈利能力和来自主要股东的持续财政支持。管理层相信，现有股东或外部融资将提供额外现金，以满足公司的到期义务。尽管我们过去筹集了相当数量的资金，但不能保证未来的融资（如有需要）会有可用性，或者如果可用，其条款对公司是令人满意的。即使公司能够在需要时获得额外融资，这可能会对其运营施加不当限制（如债务融资的情况），或者在股权融资的情况下导致股东的实质性稀释。
| 7 |
反向股票拆分的某些影响
于2022年7月19日，该公司向内华达州国务卿提交了变更证明书（“变更证明书”），以进行公司普通股的反向拆股，比例为
此外，反向拆股导致在反向拆股生效前，即时发行的普通股股份数量减少，从
未有发行碎股与逆向股份拆分有关。持有公司普通股的股东，数量未能被10整除的，原则上将获得碎股，反之，他们将获得股份数向上取整至最接近的整数。公司将向任何因逆向股份拆分而应获得碎股的股东发行一股后逆向股份拆分后的普通股。
反向股票拆分对所有普通股股东均产生了影响，并未影响任何股东的所有权百分比。公司的普通股面值保持不变，为$ 每股的授权普通股数量在反向股票拆分后保持不变。
由于公司普通股每股面额保持不变，每股面额的变动已按照过去的基准重新分类至资本公积金。附录的简明综合财务报表及附注中对于所有报表期间的普通股和每股数据的相关引文均经过调整，以反映逆向股票拆分过去的基准。 由于每股公司普通股的面值保持在每笔股票的美元，因此普通股的变动被重新分类为额外资本。附录的简明合并资产负债表和附注所列各个报告期内所有普通股的引用和每股资料已经被调整，以反映逆向股票分割的基础。
| 8 |
COVID-19 疫情和其他全球风险
尽管 COVID-19疫情似乎已减弱，但其对全球货币经济的长期影响，包括高通胀，仍持续影响我们的业务。此外，如若COVID-19疫情再度爆发或出现新的变种，或是其他疫情的出现，这可能会进一步影响我们的业务。此外，任何健康流行病的持续爆发或其他不利的公共卫生事件都可能造成显著的宏观经济不确定性、波动性和干扰，这可能会对我们的业务运作产生不利影响。
在2023年3月10日，联邦存款保险公司接管并被指定为矽谷银行的接管人。虽然我们在矽谷银行没有存入资金，但如果其他银行和金融机构将来进入接管或变得无力偿债，以应对影响银行系统和金融市场的金融控制项，我们获取现有现金、现金等价物和投资的能力可能会受到威胁，并可能对我们的业务和财务状况产生实质性不利影响。信用和金融市场以及对经济控制项的信恳智能进一步恶化的可能性存在。如果股权和信用市场恶化，这可能会影响我们筹集股本的能力，借用现有融资设施，获取现有现金，或使任何额外必要的债务或股权融资更加困难、成本更高和/或稀释性更强。
管理层定期监控上述经济和其他因素。我们制定旨在改善表现并最大化竞争优势的战略和战术计划。我们实现财务目标的能力取决于我们有效执行这些计划并适当应对新兴经济和公司专用趋势的能力。
使用估计值
根据美国普遍接受的会计原则，编制基本报表要求管理层对资产和负债的报告以及在基本报表日期披露或有负债作出估计和假设，并对报告期间的收入和费用的报告金额进行估计。重要的会计估计包括某些假设，涉及应收账款的坏账准备、房地产业资产的减值分析及其他包括商誉在内的长期资产，录入购买价格分配的内在估计、递延所得税的评价准备、衍生负债评估所使用的假设以及潜在负债的计提。实际结果可能与这些估计有所不同。
信用 损失
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
为了判断应收帐款的信用损失提供，公司按照业务组成部分水平分解其应收帐款，因为管理层判断公司客户的风险概况基于其所在行业的类型和特点是一致的。每个业务组成部分均单独分析估计信用损失。为此，公司建立了一个根据往年应收帐款催收情况的历史损失矩阵，并根据客户目前和预期财务状况进行评估（如有）。此外，公司考虑宏观经济因素和相关行业的状况，来估计是否有根据公司对未来这些经济和行业特定因素状况的期望趋势，基于贸易应收帐款中当前预期的信用损失。此外，公司会根据对未支付发票的审核，来确定有较高违约机率的客户的适当存款金额。
| 9 |
Accounts
receivable at September 30, 2024 and December 31, 2023 are net of allowances for credit losses of $
| As of September 30, 2024 | As of December 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| Balance at beginning of period/year | $ | $ | ||||||
| Charged to operating expenses | ||||||||
Write-off of accounts receivable | ||||||||
| Recovery of accounts receivable | ( | ) | ||||||
| Balance at end of period/year | $ | $ | ||||||
Revenue recognition
The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2).
Cash and cash equivalents
Cash consists of funds on hand and held in bank accounts. Cash equivalents include time deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds.
As
of September 30, 2024 and December 31, 2023, cash included funds held by employees of $
As of September 30, 2024 | As of December 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| Cash and cash equivalents | ||||||||
| Denominated in United States Dollar | $ | $ | ||||||
| Denominated in Hong Kong Dollar | ||||||||
| Denominated in Chinese Renminbi | ||||||||
| Denominated in Malaysian Ringgit | ||||||||
| Denominated in Great British Pound | ||||||||
| Denominated in Singapore Dollar | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| 10 |
Investments
Investments in equity securities
The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The Company measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.
On
September 30, 2024, the Company had a total of twenty-two (22) investments in equity securities without readily determinable fair values,
all of which were related party investments with an aggregate value of $
On
December 31, 2023, the Company had a total of twenty-five (25) investments in equity securities without readily determinable fair values,
all of which were related party investments with an aggregate value of $
Leases
The Company determines if a contract is or contains a lease at inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.
Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.
The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
See Note 5 for more information regarding leases.
Derivative financial instruments
Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate.
Basic net income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding, adjusted for the dilutive effect of outstanding Common Stock equivalents.
On September 30, 2024 and 2023, there were dilutive shares outstanding. These warrants have been excluded from the calculation of weighted average shares as the effect would have been anti-dilutive and therefore basic and diluted net income (loss) per share were the same.
| 11 |
Foreign currency translation
The consolidated financial statements are presented in United States Dollar (“US$”), which is the functional and reporting currency of the Company. In addition, the Company’s operating subsidiaries maintain their books and records in their respective functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”) and Hong Kong Dollar (“HK$”).
In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
As of and for the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-average MYR : US$1 exchange rate | ||||||||
| Period-end RMB : US$1 exchange rate | ||||||||
| Period-average RMB : US$1 exchange rate | ||||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
Fair value of financial instruments
The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 : Observable inputs such as quoted prices in active markets; |
| ● | Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
| ● | Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred cost of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments.
| 12 |
Concentrations of risks
For
the three months ended September 30, 2024, one customer accounted for
Two
customers accounted for
For the three and nine months ended September 30, 2024 and 2023, no vendor accounted for 10% or more of the Company’s cost of revenues.
Three
vendors accounted for
Exchange rate risk
The Company’s reporting currency is US$ but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to foreign exchange risks as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of the Company’s revenues and assets in MYR, RMB or HK$ may decline accordingly when in translation to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to substantial market risks.
Risks and uncertainties
Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia and Thailand. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
2023年11月，FASB发布了ASU 2023-07“业务部门披露（主题280）：关于报告部门披露的改进”，扩大了关于报告部门的年度和中期披露要求，主要通过增加对重要部门费用的披露进行了改进。 ASU 2023-07将于2023年12月15日后开始的年度报告期和2024年12月15日后开始的中期报告期生效。允许提前采纳。公司目前正在评估此ASU对其未经审计的简明综合财务报表及相关披露可能产生的影响。
在 2023年12月，FASB 发布了 ASU 2023-09 "所得税（主题 740）：改善所得税揭露"，以扩大对所得税的揭露要求，特别是与税率调节和已缴纳的所得税有关。ASU 2023-09 将于2024年12月15日后开始的年度报告期生效，并允许提前采用。公司目前正在评估此 ASU 可能对其未经审核的简明综合基本报表及相关揭露的影响。
公司预期， 任何其他最近发布的会计公告将不会对其简明综合基本报表产生重大影响。
| 13 |
注意 2 - 与客户合约的收入
公司的营业收入由提供业务咨询和企业顾问服务所产生的收入（「服务收入」）以及租赁或交易房地产业物业所产生的收入（「房地产收入」）组成。
服务营业收入
对于特定的服务合同，我们协助或向客户提供资本市场上市咨询（"上市服务"），我们向客户提供的服务被视为我们的履约义务。 营业收入和支出在履约义务完成并能够收取对价的情况下被推迟。 对于履约义务尚未完成的服务合同，已发生的推迟营业成本将被记录，并且对于在这些尚未完成的履约义务上已收到的任何付款，将被记录为已推迟收入。 管理层会持续监控这些合同的盈利能力，并在必要时可能记录负债，如果确定成本将超过营业收入。
对于其他服务，如公司秘书、会计、财务分析、保险券商服务和其他相关服务（“非上市服务”），我们完成这些服务后，代表我们履行了履行义务，因此相关营业收入得以认列。 对于我们充当代理的合同，公司按收入扣除支付费用。
本公司不向客户提供任何折扣、回扣、退货权或其他让步，这些都不会导致在服务营业收入方面设立准备金。此外，截至目前，本公司在获取客户合约方面并未产生额外成本。
营业收入 来自房地产业物业的租赁
租金 营业收入代表来自公司租户的租赁租金收入。租户根据租赁协议中的条款支付租金， 公司在租约期间内按比例确认收入，因为这是最能代表预期从基础资产中获得利益的模式。
营业收入 来自房地产业的交易
公司遵循ASC 610-20的指导， 其他收入 - 资产和负债的认列损益从非金融资产的撤销 （"ASC 610-20"），适用于非金融资产的销售或转让给非客户。一般而言，公司对其房地产的销售被认为是非金融资产的销售。根据ASC 610-20，公司从其资产中撤销认列，并在房地产销售中当控制底层资产的权利转移给买方时，认列收益或损失。
成本 营业费用
服务营业收入的成本主要包括员工薪酬及相关的薪资福利、公司成立成本，及其他直接归属于所提供服务的专业费用。
租金收入的成本主要包括与维修和保养、物业管理费、保险、折旧及其他相关行政成本有关的费用。公用事业费用由租客直接支付。
房地产业出售的成本主要由物业的购买价格、法律费用、建筑结构的改善成本， 以及其他获取成本组成。销售和广告费用在发生时直接列支。
| 14 |
以下表格提供有关按服务类别和按地理区域分解的营业收入的信息：
| 截至九月三十日的三个月 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 依服务项目区分的营业收入: | ||||||||
| 公司咨询 - 非上市服务 | $ | $ | ||||||
| 公司咨询 - 上市服务 | ||||||||
| 房地产业物业租赁 | ||||||||
| 总营业收入 | $ | $ | ||||||
| 截至九月三十日的三个月 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 按地区划分的营业收入： | ||||||||
| 香港 | $ | $ | ||||||
| 马来西亚 | ||||||||
| 中国 | ||||||||
| 总营业收入 | $ | $ | ||||||
| 截至九月三十日的九个月。 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 各项服务的营业收入： | ||||||||
| 企业顾问 - 非上市服务 | $ | $ | ||||||
| 企业顾问 - 上市服务 | ||||||||
| 房地产业物业租赁 | ||||||||
| 总营业收入 | $ | $ | ||||||
| 截至九月三十日的九个月。 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 按地区划分的营业收入： | ||||||||
| 香港 | $ | $ | ||||||
| 马来西亚 | ||||||||
| 中国 | ||||||||
| 总营业收入 | $ | $ | ||||||
已递延营业收入成本
对于尚未完成的服务合约，任何在履行义务完成之前已产生的费用，会记录为递延营业收入。
递延 营业收入
对于服务合同，若履行义务尚未完成，则将预先收取的任何付款记录为透过营业收入之前收到的进帐。
截至2024年9月30日和2023年12月31日，已延后处理的营业成本或未实现收入分类为流动资产或流动负债，分别总计如下:
截至 2024年9月30日 | 截至 2023年12月31日 | |||||||
| (未经审计) | （已经接受审计） | |||||||
| 流动资产合计 | ||||||||
| 未来的营业成本 | $ | $ | ||||||
| 流动负债 | ||||||||
| 透过收入 | $ | $ | ||||||
2024年9月30日结束的九个月内，递延营业收入的变动如下：
九个月结束 2024年9月30日 | ||||
| (未经审计) | ||||
| 递延收入，2024年1月1日 | $ | |||
| 新合约负债 | ||||
| 履行的义务 | ( | ) | ||
| 递延收入，2024年9月30日 | $ | |||
| 15 |
注意 3 - 其他投资
截至 2024年9月30日 | 截至 2023年12月31日 | |||||||
| (未经审计) | （已经接受审计） | |||||||
| 对于无法轻易确定公平价值的联属公司股票投资： | ||||||||
| (1) Greenpro Trust Limited（相关方） | $ | $ | ||||||
| (2) 其他相关方 | ||||||||
| 总计 | $ | $ | ||||||
投资 在无法轻易确定公允价值的联属公司（相关方）之股权证券中：
股权 无法轻易确定公允价值的证券是无法轻易确定市场价值的投资。公司采用了ASC 321《投资 - 股权证券》的指导方针，该方针允许实体使用替代计量方法来衡量无法轻易确定公允价值的股权证券的投资，该方法将这些证券的计量设为成本减去减值（如有），再加上或减去由于相同发行人相同或类似投资的有序交易中可观察价格变动而产生的变化（“替代计量方法”）。无法轻易确定公允价值的股权证券因减值重新计量后被归类为第3级。管理层对这些投资进行逐项评估。此外，管理层还需要每季度对该投资是否减值进行质性评估。
截至2024年9月30日的三个月和九个月内，公司并未认识任何减值或减值的回转。
截至2023年9月30日的三个月和九个月期间，公司确认了$的减值逆转。 及
截至2023年12月31日止，公司认列投资股权价值减损$
此外，公司按成本记录其无法从市价即时确定的权益证券。对于这类成本法投资，我们在简明合并资产负债表中将其记录为其他投资。我们每季审查所有的成本法投资，以判断是否存在减值指标；然而，我们并非需要判断这些投资的公允价值，除非存在减值指标。当存在减值指标时，我们通常采用ASC820公允价值衡量所允许的估值方法，评估到2024年9月30日为止，我们的成本法投资的公允价值约等于或超过其携带金额。我们的成本法投资的携带金额为$
| 16 |
(a) Agape ATP 公司:
2017年4月14日，我们的全资子公司Greenpro创投有限公司（"GVCL"）收购了Agape ATP Corporation的普通股股份，每股面值为$，价值$。Agape主要从事向马来西亚客户提供健康和健康产品以及咨询服务。自2017年11月9日起，Agape的普通股在OTC Markets Group, Inc.（"OTC"）下注册。截至2021年12月31日，GVCL持有Agape总股本约%，将该投资以$的历史成本计入其他投资。 股份 $
在2022年1月21日，GVCL与Agape签订了一份没收协议。根据该协议，GVCL同意转让
其总投资的股份 股份至Agape，且不作任何对价。因此，GVCL持有
约
自2023年10月10日以来，Agape的普通股已经从场外交易升级至纳斯达克证券市场（“NASDAQ”）。
截至2023年12月31日，GVCL拥有 股份Agape普通股，并将我们对Agape的投资作为历史成本的认可，总值为$
在
2024年2月16日，GVCL通过经纪人出售了 股的Agape普通股，价格为$
在
2024年8月15日，Agape向内华达州国务卿提交了变更证明以实施
在
2024年8月30日，GVCL售出所有剩余的 Agape股份，透过经纪人以每股$
(b) Celmonze Wellness Corporation:
在2023年2月8日，GVCL与塞尔蒙兹健康公司签订了认购协议，该公司是一家内华达州的公司，为客户提供美容和健康解决方案（「塞尔蒙兹」）。根据协议，GVCL获得了 股的普通股，价格为$
2024年1月17日，GVCL与Celmonze签订了一项回购协议。根据协议，GVCL同意将所有我们拥有的Celmonze股份卖回给Celmonze。 将所有拥有的Celmonze股份以每股＄卖给Celmonze。
(c) MU全球控股有限公司:
2018年7月25日，GVCL与内华达州的MU Global Holding Limited订立了一份认股协议，该公司为客户提供水疗和健康产品及服务（“MUGH”）。根据该协议，GVCL以 每股$
2018年12月31日，GVCL对$进行了减值。
2024年4月10日，GVCL与无关方陈树仁（陈先生）签订了一项股票购买协议。根据该协议，GVCL同意卖出所有板块给陈先生。 MUGH股票以$卖出给陈先生。
(d) SEATech Ventures Corp.:
On
August 8, 2024, GVCL entered into a stock purchase agreement with an unrelated party, Seah Kok Wah (“Mr. Seah”). Pursuant
to the agreement, Mr. Seah agreed to sell his shares of common stock of SEATech Ventures Corp. (“SEATech”) to GVCL
for approximately $
After the acquisition in August 2024, in addition to the impaired SEATech shares, GVCL in aggregate holds shares of common stock of SEATech as of September 30, 2024.
The
Company had cost method investments without readily determinable fair values with a carrying value of $
On September 30, 2024 and December, 31 2023, the carrying values of equity securities without readily determinable fair values are as follows:
| 截至 2024 年 9 月 30 日结束， | 截至 2033年12月31日 | |||||||
| (未经审计) | （已经接受审计） | |||||||
| 原始成本 | ||||||||
| 期初结余／年初结余 | $ | $ | ||||||
| 本期/本年增加 | ||||||||
| 本期/本年亏损、取消或终止 | ( | ) | ( | ) | ||||
| 本期出售受损投资 | ( | ) | ||||||
| 期末余额/年结余 | ||||||||
| 累积损耗 | ||||||||
| 期初余额/年初余 | ( | ) | ( | ) | ||||
| 年间减损 | ( | ) | ||||||
| 年间减损数额转回 | ||||||||
| 在期间内处置受损的投资 | ||||||||
| 期末／年结余 | ( | ) | ( | ) | ||||
| 无法容易确定公允价值的股权证券的净携带值 | $ | $ | ||||||
Accumulated impairment of other investments
As
of September 30, 2024 and December 31, 2023, the accumulated impairment loss of other investments was $
| 17 |
备注 4 - 业务合并
在2024年6月6日，本公司从我们的首席执行官兼董事李长光先生手中收购了全球货币业务中心有限公司（“GBHL”），收购价格为$
该 公司根据ASC 805「业务合并」将该交易视为业务结合。公司 对收购的资产支付的购买价格和承担的负债进行了分配，参考了截至2024年6月6日GBHL的财务报表。
收购资产的公平价值，以及负债承担：
| 现金 | $ | |||
| 商誉 | ||||
| 流动负债的公平价值 | ( | ) | ||
| 购买价格 | $ |
以下未经审核的腰带资讯显示，若GBHL的收购在2023年1月1日完成，则合并运营的结果。这些未经审核的腰带结果仅供参考，并不一定表明如果收购在所示期间的开始时发生，合并公司的实际运营结果会是什么，也不预示未来的运营结果：
| 截至九月三十日的九个月。 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 营业收入 | $ | $ | ||||||
| 营运亏损 | ( | ) | ( | ) | ||||
| 净（损失）收入 | ( | ) | ||||||
| 每股净(亏损) 收益 | $ | ) | $ | |||||
| 18 |
注意 5 - 租赁合同
截至2024年9月30日，公司与香港的一间办公室签订了一项营运租赁协议，租期为
租赁权利-使用（"ROU"）资产和负债将根据租赁期限内租赁款项的现值于开始日期确认。 ROU 资产代表我们在租赁期内使用基础资产的权利，而租赁负债代表我们根据租赁而产生的租金支付义务。通常，在安排中，隐含的利率（"折扣率"）不容易确定，公司在确定租金现值时利用其增量借贷利率。公司的增量借贷利率是基于其对其信贷评级的理解而制定的假设利率。运营租赁 ROU 资产包括所有租金支付，不包括租赁奖励。
有关营运租赁和融资租赁的租金支出和补充现金流资讯元件如下：
| 截至九月三十日的九个月。 | ||||||||
| 2024 | 2023 | |||||||
| (未经审计) | (未经审计) | |||||||
| 租赁成本 | ||||||||
| 营业租赁成本： | ||||||||
| 租金开支 (1) | $ | $ | ||||||
| 其他租金开支 (2) | ||||||||
| 融资租赁成本： | ||||||||
| 利息支出 | $ | $ | ||||||
| 租赁成本总额 | $ | $ | ||||||
| 其他资讯 | ||||||||
| 计入租赁负债衡量的金额所支付的现金： | ||||||||
| 租金支付 - 营运租赁 | $ | $ | ||||||
| 利息还款 - 金融租赁 | ||||||||
| 本金偿还 - 融资租赁 | ||||||||
| 已付总现金 | $ | $ | ||||||
| 非现金活动: | ||||||||
| 以融资租赁负债支付的ROU资产余额款项 | $ | $ | ||||||
| 加权平均剩余租期（以年计）： | ||||||||
| 经营租约 | ||||||||
| 融资租赁 | ||||||||
| 加权平均折扣率： | ||||||||
| 经营租约 | % | % | ||||||
| 融资租赁 | % | % | ||||||
| (1) | |
| (2) |
| 19 |
The supplemental balance sheet information related to leases for the periods is as follows:
| As of September 30, 2024 | As of December 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Long-term operating lease ROU assets, net (1) | $ | $ | ||||||
| Long-term finance lease ROU asset, net (2) | ||||||||
| Total ROU assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of operating lease liabilities | $ | $ | ||||||
| Current portion of finance lease liabilities | ||||||||
| Total current lease liabilities | ||||||||
| Long-term operating lease liabilities | ||||||||
| Long-term finance lease liabilities | ||||||||
| Total long-term lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
| (1) | |
| (2) |
Maturities of the Company’s lease liabilities are as follows:
| Operating leases | Finance leases | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Year ending December 31, | ||||||||
| 2024 (remaining 3 months) | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total future minimum lease payments | ||||||||
| Less: Imputed interest/present value discount | ( | ) | ( | ) | ||||
| Present value of lease liabilities | $ | $ | ||||||
| Lease obligations | ||||||||
| Current lease obligations | $ | $ | ||||||
| Long-term lease obligations | ||||||||
| Total lease obligations | $ | $ | ||||||
For
the three months ended September 30, 2024, total lease costs were $
For
the nine months ended September 30, 2024, total lease costs were $
| 20 |
NOTE 6 - WARRANTS
In
2018, the Company issued warrants exercisable into
On
July 19, 2022, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of
Change”) to effect a reverse split of the Company’s Common Stock at a ratio of
Warrant activity including the number of shares and the exercise price per share has been adjusted for all periods presented in this Quarterly Report to reflect the Reverse Stock Split effected on July 28, 2022 on a retroactive basis.
On
June 12, 2023 (the “Expiration”), no warrants were exercised as the trading price of the Company’s Common Stock was
at or below the exercise price of $
Since the Expiration, all warrants expired, warrants are outstanding and exercisable.
| 21 |
NOTE 7 - RELATED PARTY TRANSACTIONS
| Accounts receivable from a related party: | September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | (Audited) | |||||||
| Accounts receivable, net - related party | ||||||||
| - Related party B (net of allowance of $ | $ | $ | ||||||
| Due from related parties: | September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | (Audited) | |||||||
| Due from related parties | ||||||||
| - Related party B | $ | $ | ||||||
| - Related party D | ||||||||
| - Related party G | ||||||||
| - Related party I | ||||||||
| Total | $ | $ | ||||||
The amounts due from related parties are interest-free, unsecured and have no fixed terms of repayment.
| Due to related parties: | September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | (Audited) | |||||||
| Due to related parties | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| - Related party E | ||||||||
| - Related party J | ||||||||
| - Related party K | ||||||||
| Total | $ | $ | ||||||
The amounts due to related parties are interest-free, unsecured, and repayable on demand.
| Deferred revenue from a related party: | September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | (Audited) | |||||||
| Deferred revenue from related party | ||||||||
| - Related party B | $ | $ | ||||||
| Other investments in a related party: | September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | (Audited) | |||||||
| Investments in related party | ||||||||
| - Related party B | $ | $ | ||||||
| 22 |
| For the nine months ended September 30, | ||||||||
| Income from or expenses to related parties: | 2024 | 2023 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Service revenue from related parties | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| - Related party D | ||||||||
| - Related party E | ||||||||
| - Related party G | ||||||||
| - Related party K | ||||||||
| Total | $ | $ | ||||||
| Cost of revenues to related parties | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| Total | $ | $ | ||||||
| General and administrative expenses to related parties | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| - Related party D | ||||||||
| - Related party I | ||||||||
| - Related party K | ||||||||
| Total | $ | $ | ||||||
| Other income from related parties | ||||||||
| - Related party B | $ | $ | ||||||
| - Related party D | ||||||||
| $ | $ | |||||||
| Interest income from a related party | ||||||||
| - Related party B | $ | $ | ||||||
| Gain on disposal of related party investments | ||||||||
| - Related party B | $ | |||||||
| Reversal of impairment of other investment: | ||||||||
| - Related party B | $ | $ | ||||||
Related party A is under common control of Mr. Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder.
Related
party B represents companies where
Related party C is controlled by a director of some wholly owned subsidiaries of the Company.
Related party D represents companies that we have determined that we can significantly influence based on our common business relationships.
Related party E represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund and a shareholder of the Company.
Related party F represents a family member or members of Mr. Loke Che Chan Gilbert, the Company’s CFO, and a major shareholder.
Related party G is under common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder.
Related
party H represents a company in which we currently have an approximate
Related party I is controlled by a family member of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder.
Related party J represents a non-controlling interest in the Company’s subsidiary that owns its real estate held for sale. The amount due to related party J is unsecured, bears no interest, is payable on demand, and related to the initial acquisition of the real estate held for sale. Related party J becomes no longer our related party since our acquisition of its shares in the subsidiary on April 15, 2024.
Related party K represents shareholders and directors of the Company. Due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or directors. On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on behalf of the Company. The amounts due from or due to related party K are non-interest bearing and are due on demand.
| 23 |
NOTE 8 - SEGMENT INFORMATION
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements.
The
Company has
Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes. The Company operates two reportable business segments:
| ● | Service business - provision of corporate advisory and business solution services |
| ● | Real estate business - leasing or trading of commercial real estate properties in Hong Kong and Malaysia |
The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:
(a) By Categories
| For the nine months ended September 30, 2024 (Unaudited) | ||||||||||||||||
| Real estate business | Service business | Corporate | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on disposal of investments | $ | |||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| For the nine months ended September 30, 2023 (Unaudited) | ||||||||||||||||
| Real estate business | Service business | Corporate | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Reversal of impairment of other investment | ||||||||||||||||
| Reversal of write-off notes receivable | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | ( | ) | ( | ) | ||||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
(b) By Geography*
| For the nine months ended September 30, 2024 (Unaudited) | ||||||||||||||||
| Hong Kong | Malaysia | China | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on disposal of investments | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| For the nine months ended September 30, 2023 (Unaudited) | ||||||||||||||||
| Hong Kong | Malaysia | China | Total | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reversal of impairment of other investment | ||||||||||||||||
| Reversal of write-off notes receivable | ||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Total assets | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| * |
| 24 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 28, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in several places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this Quarterly Report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
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, China and Malaysia. 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 East and Southeast Asia, including Hong Kong, China, Malaysia, Thailand, and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.
Results of Operations
During the three and nine months ended September 30, 2024, and 2023, we operated in three regions: Hong Kong, China and Malaysia. We derived revenue from the provision of services and the rental activities of our commercial properties.
Comparison of the three months ended September 30, 2024 and 2023
Total revenue
Total revenue was $539,699 and $1,070,972 for the three months ended September 30, 2024, and 2023, respectively. The decreased amount of $531,273 was primarily due to a decrease in business services revenue. We expect revenue from both business services and real estate business segments to steadily improve in the following years.
Business services revenue
Revenue from the provision of business services was $521,765 and $1,043,360 for the three months ended September 30, 2024, and 2023, respectively. It was derived principally from the provision of business consulting and advisory services as well as company secretarial, accounting, and financial analysis services. We experienced a decrease in business services revenue as fewer listing service obligations were completed during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Real estate business
Rental revenue
Revenue from rentals was $17,934 and $27,612 for the three months ended September 30, 2024, and 2023, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia. The decrease of $9,678 in rental revenue was mainly due to the distribution of 40% of the real estate properties of our subsidiary, Forward Win International Limited (“FWIL”) its noncontrolling interest (the “NCI”) in consideration of our acquisition of the remaining 40% shares of FWIL and settlement of a loan from the NCI in April 2024. As a result, fewer property units were available for lease and lower rental revenue was generated.
Sale of real estate properties
There was no revenue generated from the sale of real estate properties for the three months ended September 30, 2024, and 2023, respectively.
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Total operating costs and expenses
Total operating costs and expenses were $1,012,972 and $1,207,517 for the three months ended September 30, 2024, and 2023, respectively. They consist of cost of business services revenue, cost of rental revenue, and general and administrative expenses.
Loss from operations for the three months ended September 30, 2024, and 2023 was $473,273 and $136,545, respectively. An increase in loss from operations was due to a decrease of revenue of $531,273, offset by a decrease of operating costs and expenses of $194,545 for the three months ended September 30, 2024.
Cost of business services revenue
Cost of revenue from the provision of services was $138,404 and $219,865 for the three months ended September 30, 2024, and 2023, respectively. It primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to costs related to the services rendered.
The decrease in cost of business services revenue was mainly due to a decrease of other professional fees directly attributable to the provision of services for the three months ended September 30, 2024.
Cost of rental revenue
Cost of rental revenue was $6,235 and $9,629 for the three months ended September 30, 2024, and 2023, respectively. It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid by individual tenants directly. The decrease of cost of rental revenue was mainly due to 40% of FWIL’s real estate properties being distributed to its NCI in April 2024. As a result, fewer property units were available for lease and lower costs were incurred.
Cost of real estate properties sold
During the three months ended September 30, 2024 and 2023, no real estate property was sold, and hence no cost was incurred.
General and administrative expenses
General and administrative (“G&A”) expenses were $868,333 and $978,023 for the three months ended September 30, 2024, and 2023, respectively. For the three months ended September 30, 2024, G&A expenses primarily consisted of employees’ salaries and allowances of $352,213, directors’ salaries and compensation of $167,032, advertising and promotion expenses of $75,133, consulting fees of $4,166, computer and IT expenses of $49,949, legal service fees of $33,760, other professional fees of $59,704 and rent and rates of $28,598. For the three months ended September 30, 2023, G&A expenses consisted primarily of employees’ salaries and allowances of $319,523, directors’ salaries and compensation of $163,427, advertising and promotion expenses of $45,104, computer and IT expenses of $101,624, consulting fees of $49,138, legal services fees of $48,936, other professional fees of $60,563 and rent and rates of $27,965. The decreased G&A expense of $109,690 was mainly derived from the decrease of consulting fees from $49,138 to $4,166 and computer and IT expenses from $101,624 to $49,949 during the same period from 2023 to 2024. We expect our G&A expenses will continue to increase as we are developing our cryptocurrency exchange businesses through our wholly owned subsidiary, Green-X Corp. and digital banking businesses through our newly acquired subsidiary, Global Business Hub Limited in Labuan.
Other income
Net other income was $142,953 and $18,488 for the three months ended September 30, 2024 and 2023, respectively. For the three months ended September 30, 2024, net other income mainly consisted of other income from gain on disposal of investment of $127,617 and interest income of $3,979. For the three months ended September 30, 2023, net other income consisted of interest income of $8,853 and other gains of $9,635.
Net loss
Net loss was $330,320 and $120,994 for the three months ended September 30, 2024 and 2023, respectively. The increase in net loss was mainly due to a decrease in business services revenue for the three months ended September 30, 2024.
Net loss attributable to non-controlling interest
The Company recorded net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, Forward Win International Limited (“FWIL”), which is principally engaged in trading and leasing of properties in Hong Kong.
The Company had been a 60% shareholder of FWIL since inception.
On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of loan from the NCI (the “Acquisition”).
After the Acquisition, FWIL becomes the wholly owned subsidiary of the Company and hence no profit or loss was attributed to the NCI during the three months ended September 30, 2024. We recorded a net loss attributable to the NCI of $3,865 for the three months ended September 30, 2023.
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Comparison of the nine months ended September 30, 2024, and 2023
Total revenue
Total revenue was $1,559,272 and $2,309,592 for the nine months ended September 30, 2024, and 2023, respectively. The decrease of $750,320 was primarily due to a decrease in business services revenue. We expect revenue from both business services and real estate business segments to slightly decline in the following months as some tenancies are due to expire and some may not renew or may be renewed at lower rental rates because of the downturn in the rental market in Hong Kong.
Business services revenue
Revenue from the provision of business services was $1,498,187 and $2,239,354 for the nine months ended September 30, 2024, and 2023, respectively. It was derived principally from business consulting and advisory services as well as company secretarial, accounting, and financial analysis services. We experienced a decrease in business services revenue as fewer listing advisory services were rendered during the same period in 2024.
Real estate business
Rental revenue
Revenue from rentals was $61,085 and $70,238 for the nine months ended September 30, 2024, and 2023, respectively. It was derived principally from leasing properties in Hong Kong and Malaysia. The decrease of $9,153 in rental revenue was mainly due to the distribution of 40% of the real estate properties of our subsidiary, FWIL to its NCI in consideration of our acquisition of the remaining 40% shares of FWIL and settlement of a loan from the NCI in April 2024. As a result, fewer property units were available for lease and lower rental revenue was generated.
Sale of real estate properties
There was no revenue generated from the sale of real estate properties for the nine months ended September 30, 2024 and 2023, respectively.
Total operating costs and expenses
Total operating costs and expenses were $3,107,878 and $3,089,209 for the nine months ended September 30, 2024, and 2023, respectively. They consist of cost of business services revenue, cost of rental revenue and G&A expenses. The Company incurred $2,839,641 and $2,686,846 of G&A expenses for the nine months ended September 30, 2024, and 2023, respectively.
Loss from operations for the nine months ended September 30, 2024, and 2023 was $1,548,606 and $779,617, respectively. The increase in loss from operations was mainly due to a decrease of business services revenue of $741,167 and an increase of G&A expenses of $152,795 for the nine months ended September 30, 2024.
Cost of business services revenue
Cost of revenue from the provision of services was $249,112 and $374,048 for the nine months ended September 30, 2024, and 2023, respectively. It primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to costs related to the services rendered.
The decrease in cost of business services revenue was mainly due to a decrease of other professional fees directly attributable to the provision of services for the nine months ended September 30, 2024.
Cost of rental revenue
Cost of rental revenue was $19,125 and $28,315 for the nine months ended September 30, 2024, and 2023, respectively. It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants. The decrease of cost of rental revenue was mainly due to 40% of FWIL’s real estate properties being distributed to its NCI in April 2024. As a result, fewer property units were available for leasing and lower costs were incurred.
Cost of real estate properties sold
During the nine months ended September 30, 2024 and 2023, no real estate property was sold, and hence no cost was incurred.
General and administrative expenses
G&A expenses were $2,839,641 and $2,686,846 for the nine months ended September 30, 2024, and 2023, respectively. For the nine months ended September 30, 2024, G&A expenses consisted primarily of employees’ salaries and allowances of $1,042,998, directors’ salaries and compensation of $503,611, advertising and promotion expenses of $194,054, consulting fees of $118,839, computer and IT expenses of $136,706, legal service fees of $119,176, other professional fees of $103,841, provision for credit losses of $90,243 and rent and rates of $85,478. For the nine months ended September 30, 2023, G&A expenses consisted primarily of employees’ salaries and allowances of $1,009,398, directors’ salaries and compensation of $489,589, advertising and promotion expenses of $149,404, computer and IT expenses of $140,167, consulting fees of $122,349, legal services fees of $161,303, other professional fees of $123,595 and rent and rates of $85,293. The increased G&A expense of $152,795 was mainly derived from the increase of advertising and promotion expenses from $149,404 to $194,054 and the increase of provision for credit losses of $91,328 during the same period from 2023 to 2024. We expect our G&A expenses will continue to increase as we are developing our cryptocurrency exchange businesses through our wholly owned subsidiary, Green-X Corp. and digital banking businesses through our newly acquired subsidiary, Global Business Hub Limited in Labuan.
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Other income
Net other income was $381,029 and $7,349,638 for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, net other income mainly consisted of other income from gain on disposal of investments of $324,917 and interest income of $16,828. For the nine months ended September 30, 2023, net other income mainly consisted of other income from reversal of impairment of other investment of $6,882,000, reversal of write-off notes receivable of $400,000 and interest income of $30,859.
Net income or loss
Net loss was $1,168,983 for the nine months ended September 30, 2024, while net income was $6,563,458 for the nine months ended September 30, 2023. In 2023, net income was mainly derived from reversal of impairment of other investment of $6,882,000 and reversal of write-off notes receivable of $400,000, but no such reversals occurred during the same period in 2024.
Net loss attributable to non-controlling interest
The Company recorded net loss attributable to noncontrolling interest in the consolidated statements of operations for a non-controlling interest (the “NCI”) of a consolidated subsidiary, FWIL, which is principally engaged in trading and leasing of properties in Hong Kong.
The Company had been a 60% shareholder of FWIL since inception.
On April 15, 2024, the Company acquired the remaining 40% shares of FWIL from the NCI by distribution of 40% of FWIL’s real estate properties for consideration of its acquisition and settlement of loan from the NCI (the “Acquisition”).
After the Acquisition, FWIL becomes the wholly owned subsidiary of the Company and no profit or loss attributable to the NCI.
For the nine months ended September 30, 2024 and 2023, we recorded net loss attributable to the NCI of $10,543 and $17,820, respectively. The amount represents the share of net loss attributable to the NCI prior to the Acquisition.
There were no seasonal aspects that had a material effect on the financial condition or the results of operations of the Company.
Other than as disclosed elsewhere in this Quarterly Report, we are not aware of any trends, uncertainties, demands, commitments or events for the nine months ended September 30, 2024 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
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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 September 30, 2024.
Contractual Obligations
As of September 30, 2024, one of our subsidiaries, leases one office in Hong Kong under a non-cancellable operating lease, with a term of two years commencing from March 15, 2023, to March 14, 2025.
On September 30, 2024, the future minimum rental payments under this lease in the aggregate are approximately $44,554 and are due as follows: 2024: $24,518 and 2025: $20,036, respectively.
In June 2023, one of our subsidiaries in Malaysia purchased a motor vehicle and the majority amount of the purchase, $18,957 was funded by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023 to June 2, 2028. As of September 30, 2024, the future minimum lease payments under this lease in the aggregate are approximately $18,312 and are due as follows: 2024: $1,249; 2025: $4,995, and 2026 and thereafter: $12,068.
Related Party Transactions
For the nine months ended September 30, 2024, and 2023, related party service revenue totaled $347,570 and $1,232,526, respectively.
For the nine months ended September 30, 2024, related party service revenue principally includes service revenue generated from Celmonze Wellness Corporation (“Celmonze”) of $149,030 and REBLOOD Biotech Corp. (“REBLOOD”) of $63,632, representing approximately 61% of related party service revenue and 14% of service revenue for the nine months ended September 30, 2024, respectively.
For the nine months ended September 30, 2023, related party service revenue principally includes service revenue generated from Angkasa-X Holdings Corp. (“Angkasa-X”) of $353,601, catTHIS Holdings Corp. (“catTHIS”) of $324,643, Leader Capital Holdings Corp. (“Leader”) of $255,080 and Simson Wellness Tech. Corp. (“Simson”) of $189,125, in aggregate representing approximately 91% of related party service revenue and 50% of service revenue for the nine months ended September 30, 2023, respectively.
For the nine months ended September 30, 2024 and 2023, cost of service revenue to related party was $4,586 and $23,280, respectively.
For the nine months ended September 30, 2024, related party cost of service revenue includes cost of revenue paid to Falcon Management Limited (“FML”) of $2,555 and Falcon Consulting Limited (“FCL”) of $2,031, respectively. FML is wholly owned by our Chief Financial Officer, Loke Che Chan Gilbert (“Mr. Loke”) and FCL is wholly owned by Mr. Loke’s spouse.
For the nine months ended September 30, 2023, related party cost of service revenue includes cost of revenue paid to SEATech Ventures Corp. (“SEATech”) of $23,280.
For the nine months ended September 30, 2024 and 2023, related party G&A expenses totaled $122,127 and $90,407, respectively.
For the nine months ended September 30, 2024, related party G&A expenses included consulting fees paid to Ms. Yap Pei Ling (“Ms. Yap”), spouse of our Chief Executive Officer, Lee Chong Kuang (“Mr. Lee”) of $11,522, Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd. (“BISB”) of $10,426 and Mr. Loke’s company, FCL of $40,293, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”), a Malaysian company jointly owned by Mr. Lee and Mr. Loke of $59,886.
For the nine months ended September 30, 2023, related party G&A expenses include computer and IT expenses of $21,780 paid to First Bullion Holdings Inc. (“FBHI”), management fees paid to GGCVSB of $24,559 and consulting fees paid to Ms. Yap of $32,157 and BISB of $11,911.
For the nine months ended September 30, 2024 and 2023, related party other income was $35,565 and $10,158, respectively.
For the nine months ended September 30, 2024, related party other income includes other income generated from Acorn Finance Limited (“Acorn”) of $8,987, Greenpro Trust Limited (“GTL”) of $26,524, and SEATech Ventures Corp. (“SEATech”) of $54.
For the nine months ended September 30, 2023, related party other income includes other income generated from Acorn of $7,861 and GTL of $2,297.
For the nine months ended September 30, 2024 and 2023, related party interest income was $3,707 and $0, respectively.
For the nine months ended September 30, 2024, related party interest income includes interest income generated from GTL of $720 and GTL’s subsidiary, Greenpro Custodian Service Limited of $2,987.
For the nine months ended September 30, 2024 and 2023, gain on disposal of related party investments was $324,917 and $0, respectively.
Gain on disposal of related party investments includes sale of common stock of Agape ATP Corporation (“Agape”) of $307,597 and MU Global Holding Limited (“MUGH”) of $17,320 for the nine months ended September 30, 2024.
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A reversal of impairment of related party investment, Innovest Energy Fund of $0 and $6,882,000 for the nine months ended September 30, 2024 and 2023, respectively.
Amounts due from related parties were $936,761 and $750,860 as of September 30, 2024, and December 31, 2023, respectively. Amounts due to related parties were $64,401 and $389,274 as of September 30, 2024, and December 31, 2023, respectively.
As of September 30, 2024, amounts due from related parties mainly include amounts due from GGCVSB of $758,484, FBHI of $90,000 and GTL of $86,901, while amounts due to related parties mainly include Mr. Loke’s wholly owned company, Falcon Certified Public Accountants Limited (“FCPA”) of $24,743 and Mr. Lee of $20,677, respectively.
As of December 31, 2023, amounts due from related parties mainly include amount due from GGCVSB of $723,889, while amounts due to related parties mainly include amount due to noncontrolling interest of our subsidiary, Forward Win International Limited of $336,636.
Deferred revenue from related parties was $157,500 as of December 31, 2023.
As of December 31, 2023, deferred revenue from related parties includes ATA Global Inc. (“ATA”) of $15,800, REBLOOD of $60,000 and Celmonze of $81,700.
As of September 30, 2024 and December 31, 2023, other investments in related parties were $99,598 and $100,106, respectively.
As of September 30, 2024 and December 31, 2023, related party investments mainly include New Business Media Sdn. Bhd. (“NBMSB”) of $82,000 and GTL of $11,981.
Our related parties primarily represent those companies where we own a certain percentage of their shares, and it is determined that we have significant influence on those companies based on our common business relationships. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional details regarding the related party transactions.
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.
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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, property and equipment, and intangible assets. In accordance with the provision of ASC 360, the Company generally conducts its annual impairment evaluation of its long-lived assets in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level. 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. In addition, for real estate held for sale, an impairment loss is the adjustment to fair value less estimated cost to dispose of the asset.
Goodwill
Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform its annual impairment testing for its reporting units on December 31, of each fiscal year.
Derivative financial instruments
Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging for derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate.
Recent accounting pronouncements
Refer to Note 1 in the accompanying financial statements.
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Liquidity and Capital Resources
On September 30, 2024, our cash balance was $1,027,513, as compared to $2,223,197 on December 31, 2023, a decrease of $1,195,684. We estimate we still have sufficient cash available to meet our 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 nine months ended September 30, 2024, Company incurred a net loss of $1,168,983 and net cash used in operations of $1,191,874, and as of September 30, 2024, the Company incurred an accumulated deficit of $37,707,535. 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 December 31, 2023 financial statements, 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.
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 in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.
Operating activities
Net cash used in operating activities was $1,191,874 and $1,293,574 for the nine months ended September 30, 2024, and 2023, respectively. The net cash used in operating activities in 2024 primarily consisted of an increase in net accounts receivable of $25,282, a decrease in accounts payable and accrued liabilities of $148,330 and net loss of $1,168,983, offset by a decrease in prepaids and other current assets of $190,523. For the nine months ended September 30, 2024, non-cash adjustments totaled $49,658. Noncash income, net was comprised of non-cash income from gain on disposal of investments of $324,917, offset by non-cash expenses from provision for credit losses of $90,243 and depreciation and amortization of $185,016.
The net cash used in operating activities in 2023 primarily consisted of an increase in net accounts receivable of $235,409, a decrease in accounts payable and accrued liabilities of $133,386 and a decrease in deferred revenue of $493,333, a reversal of impairment of other investment of $6,882,000 and a reversal of write-off notes receivable of $400,000, offset by net income of $6,563,458. For the nine months ended September 30, 2023, non-cash adjustments totaled $7,106,692, which was mostly composed of non-cash income from reversal of impairment of other investment of $6,882,000 and reversal of write-off notes receivable of $400,000, respectively.
Investing activities
Net cash provided by investing activities was $333,265 for the nine months ended September 30, 2024, while net cash used in investing activities was $14,710 for the nine months ended September 30, 2023.
Cash provided by investing activities was composed of the proceeds from disposal of other investments of $322,820 and proceeds from real estate held for sale of $15,632, offset by purchase of equipment of $5,095 and purchase of other investment of $92.
Financing activities
Net cash used in financing activities for the nine months ended September 30, 2024, and 2023 was $183,533 and $66,763, respectively.
Cash used in financing activities in 2024 was mainly due to advances to related parties of $180,994.
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Cybersecurity
Risk management and strategy
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Managing Material Risks & Integrated Overall Risk Management
We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.
Oversee third-party risk
Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.
Risks from cybersecurity threats
We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on such evaluation, our principal executive officer and principal financial officer have concluded that the disclosure controls and procedures were effective as of September 30, 2024 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting for the three and nine months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including each of our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
On August 24, 2021, Plaintiff Millennium Fine Art Inc. (“MFAI”) filed a Complaint against the Company, alleging that on or about April 21, 2021, MFAI and the Company entered into a contract (the “Contract”), by which MFAI agreed to create 7,700 non-fungible tokens (“NFT”) in exchange for sixteen million dollars ($16,000,000) worth of shares of the Company. MFAI claims that the Company breached the Contract by refusing delivery of the NFTs and not delivering $16 million worth of shares to MFAI. The Complaint asserts causes of action for breach of contract, special damages and promissory estoppel, and seeks sixty-six million dollars ($66,000,000) in damages, specific performance by Company according to the terms of the Contract, and MFAI’s attorney’s fees and costs.
On October 18, 2021, the Company filed a motion, denying all the material allegations of the Complaint, and seeking to stay the case and compel arbitration pursuant to the purported Contract. In its motion, the Company only sought to enforce the terms of the Contract as it relates to arbitration, but otherwise denied the existence of a valid and binding contract. Over MFAI’s opposition, the Court granted the Company’s motion, and stayed the case, pending the resolution of the Parties’ arbitration of the dispute.
On or about April 1, 2022, MFAI filed a Request for Arbitration with JAMS dispute resolution services, in response to which the Company filed a Statement of Answer, denying the material allegations of the Complaint, which the Company deems to be without merit. The matter is still in the discovery phase, which has been delayed, largely in part due to the unavailability, to date, of MFAI’s corporate representative for his deposition. The parties intend to complete party depositions, however, by the end of February 2025. The Company intends to continue vigorously defending this matter, and the arbitration final hearing has been scheduled for June 10-13, 2025.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer | |
| 32.1 | Section 1350 Certification of principal executive officer | |
| 32.2 | Section 1350 Certification of principal financial officer and principal accounting officer | |
| 101. INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| 34 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Greenpro Capital Corp. | ||
| Date: November 13, 2024 | By: | /s/ Lee Chong Kuang |
| Lee Chong Kuang | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 13, 2024 | By: | /s/ Loke Che Chan, Gilbert |
| Loke Che Chan, Gilbert | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 35 |