美國
證券交易委員會
華盛頓，特區。20549
表格
截至季度結束的日期
或
過渡期從_________到_________
佣金
文件號
（精確 註冊發行人的名稱（如其章程中所述）
（住所的州或其他司法轄區 文件號碼） |
（國稅局僱主 (主要 執行人員之地址) |
（主要行政辦公室地址，包括郵政編碼）
登記公司電話號碼，包括區號
根據法案第12(b)節註冊的證券:
| A類無面值普通投票股 | 交易符號 | 交易所 | ||
請勾選是否註冊者(1)已在1934年證券交易法第13或15(d)條的要求下按時提交最近12個月(或該註冊者需提交該報告的更短期限), (2)在過去90天內已提交此類報告要求。
√ 表明在前十二個月內（或上市公司需要提交、發佈此類文件的更短期間內），申報人已經以多媒體方式向U.S.證券交易委員會提交了所有東西，並且已經將根據S-T法規第405條（本章第232.405條）副規定要提交和發佈的每個互動數據文件發佈在其公司網站，如果有的話。
勾選下列選項，指出註冊人是否爲大型加速申報人、加速申報人、非加速申報人或較小的報告公司。請參見《證券交易法》第120億.2條中「大型加速申報人」、「加速申報人」、「較小報告公司」 或「新興成長型公司」的定義。（只能勾選一個）：
| 大型加速存檔者☐ | 加速存檔者☐ |
| 較小的報告公司 | |
| 新興成長企業 |
如果是新興成長型企業，請打勾，以表明註冊人已選擇不使用遵守《證券交易法》第13(a)條所規定的任何新的或修訂後的財務會計準則的延長過渡期。 ☐
請勾選適用的圓圈，表示註冊登記者是否是空殼公司(根據交易所法案第12b-2條的定義)。是 ☐ 否
僅適用於破產的發行人
過去五年的進程：
請用勾選標記表示註冊人是否已提交根據1934年證券交易法第12、13或15(d)節規定的所有文件和報告，且在法院確認的計劃下進行了證券分配。是 ☐ 否
僅適用於公司發行人
請說明發行人各類普通股的流通情況，數據截止到最近可實際取得的日期。
截至2024年11月13日，該公司已發行並流通的股份爲 的股票，每股面值爲$ 發行並持續發行的註冊股票（"普通股"） 流通。
目錄
| 頁面 | ||
| 第一部分 | 財務信息 | 3 |
| 項目1. | 精簡合併財務報表: | 3 |
| 彙編的資產負債表-2024年9月30日（未經審計）和2023年12月31日 | 3 | |
| 彙編的損益表和綜合收益（損失）表-截至2024年9月30日和2023年的三個和九個月（未經審計） | 4 | |
| 彙編的股東權益變動表-截至2024年9月30日和2023年的三個和九個月（未經審計） | 5 | |
| 未經審計的簡明現金流量表 - 2024年9月30日和2023年，九個月結束 | 6 | |
| 基本報表附註（未經審計）-截至2024年和2023年9月30日的九個月 | 7 | |
| 項目 2. | 管理層討論和分析財務狀況和經營業績 | 25 |
| 項目 3. | 定量和定性關於市場風險的披露 | 33 |
| 項目 4. | 控制和程序 | 33 |
| 第二部分 | 其他信息 | 34 |
| 項目 1 | 法律訴訟 | 34 |
| 項目二 | 非註冊股票的銷售和使用收益 | 34 |
| 項目三 | 高級證券違約 | 34 |
| 項目四 | 礦井安全披露 | 34 |
| 項目五 | 其他信息 | 34 |
| 項目六 | 展示 | 34 |
| 簽名 | 35 | |
| 2 |
部分I—財務信息
項目1. 簡明合併財務報表.
greenpro capital corp。
彙編簡明資產負債表
截至2024年9月30日和2023年12月31日
（以美元計，份額和每份數據除外）
| 2024年9月30日 | 2023年12月31日 | |||||||
| (未經審計) | (經審計) | |||||||
| 資產 | ||||||||
| 流動資產： | ||||||||
| 現金及現金等價物（含合營企業的現金 | $ | $ | ||||||
| 應收賬款，減去2024年4月30日和2024年1月31日的信用損失準備，分別爲 | ||||||||
| 預付款項及其他流動資產 | ||||||||
| 應收關聯方 | ||||||||
| 營業收入待攤費用 | ||||||||
| 總流動資產 | ||||||||
| 房地產和設備，淨額 | ||||||||
| 房地產投資業： | ||||||||
| 持有待售房地產 | ||||||||
| 持有房地產待按投資淨額 | ||||||||
| 無形資產-淨額 | ||||||||
| 商譽 | ||||||||
| 其他投資（包括$99,586分別截至2024年6月30日和2023年12月31日[including$99,586分別投資於關聯方]） | ||||||||
| 經營租賃使用權資產，淨值 | ||||||||
| 收購中記錄的商譽 | ||||||||
| 資產總計 | $ | $ | ||||||
| 負債和股東權益 | ||||||||
| 流動負債: | ||||||||
| 應付賬款和應計負債 | $ | $ | ||||||
| 應付關聯方 | ||||||||
| 應交所得稅 | ||||||||
| 經營租賃負債，當前部分 | ||||||||
| 金融租賃負債，流動部分 | ||||||||
| 遞延收入（包括$1,041,998分別截至2024年6月30日和2023年12月31日[fromrelatedparties中包括$1,075,404]） | ||||||||
| 流動負債合計 | ||||||||
| 經營租賃負債，非流動部分 | ||||||||
| 融資租賃負債，非流動部分 | ||||||||
| 負債總額 | ||||||||
| 承諾和 contingencies | ||||||||
| 股東權益: | ||||||||
| 優先股，$0.0001 面值; 授權股數； 發行和流通的股份 | ||||||||
| 普通股，每股面值$ 面值; 已授權股份; 股份分別爲2024年9月30日和2023年12月31日的已發行和流通股份 | ||||||||
| 股票認購應收款項。 | ||||||||
| 累計其他綜合損失 | ( | ) | ( | ) | ||||
| 累積赤字 | ( | ) | ( | ) | ||||
| Total greenpro capital股東權益 | ||||||||
| 在合併子公司中的非控股權益 | ||||||||
| 股東權益總額 | ||||||||
| 負債和股東權益總計 | $ | $ | ||||||
請參閱簡明綜合財務報表附註。
| 3 |
greenpro capital corp。
精簡 合併損益表
綜合收益/(虧損)總計
截至2024年9月30日和2023年9月30日之三個和九個月
（以美元計，份額和每份數據除外）
(未經審計)
| 截至9月30日的三個月 | 截至9月30日的九個月 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 收入: | ||||||||||||||||
| 服務收入（包括 $ | $ | $ | $ | $ | ||||||||||||
| 租賃收入 | ||||||||||||||||
| 總營業收入 | ||||||||||||||||
| 營業成本: | ||||||||||||||||
| 服務收入的成本（包括$ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 租金成本 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 營收總成本 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 毛利潤 | ||||||||||||||||
| 營業費用: | ||||||||||||||||
| 一般管理費用（包括$ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 營業虧損 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 其他收入： | ||||||||||||||||
| 其他收入（包括$ | ||||||||||||||||
| 利息收入（包括$ | ||||||||||||||||
| 投資處置收益（包括$ | ||||||||||||||||
| 與warrants相關的衍生負債的公允價值收益 | ||||||||||||||||
| 其他投資的減值反轉（包括減值的反轉$ | ||||||||||||||||
| 應收票據的沖銷逆轉 | ||||||||||||||||
| 利息支出 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 總其他收入 | ||||||||||||||||
| (虧損) 稅前收入 | ( | ) | ( | ) | ( | ) | ||||||||||
| 所得稅費用 | ( | ) | ( | ) | ( | ) | ||||||||||
| 淨（損）收益 | ( | ) | ( | ) | ( | ) | ||||||||||
| 歸屬於少數股東的淨虧損 | ||||||||||||||||
淨（虧損）收入 歸屬於greenpro capital corp.的普通股東 | ( | ) | ( | ) | ( | ) | ||||||||||
| 其他全面收益（損失）： | ||||||||||||||||
| - 外匯翻譯收益（損失） | ( | ) | ( | ) | ||||||||||||
| 綜合損益 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| 每股淨（虧損）收入，基本和稀釋後 | $ | ) | $ | ) | $ | ) | $ | |||||||||
| 加權平均普通股在外流通數量，基本和稀釋後 | ||||||||||||||||
請參閱簡明綜合財務報表附註。
| 4 |
greenpro capital corp。
股東權益變動表
截至2024年9月30日和2023年9月30日之三個和九個月
（以美元計，股票數據除外）
(未經審計)
| 2024年9月30日結束的三個月（未經審計） | ||||||||||||||||||||||||||||
| 普通股 | 額外 | 累計其他 | 非 | 總計 | ||||||||||||||||||||||||
| 數量 股數 | 金額 | 實繳 註冊資本 | 綜合 虧損 | 累計 赤字 | 控股 利益 | 股東權益 股東權益 | ||||||||||||||||||||||
| 2024年6月30日的餘額（未經審計） | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 外幣兌換 | - | |||||||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 截至2024年9月30日的餘額（未經審計） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 2024年9月30日止九個月（未經審計） | ||||||||||||||||||||||||||||
| 普通股 | 額外 | 累計其他 | 非 | 總計 | ||||||||||||||||||||||||
股份數量 股票 | 金額 | 已付資本 資本 | 全面收益 虧損 | 累計 赤字 | 控制 利息 | 股東權益 股權 | ||||||||||||||||||||||
| 截至2023年12月31日的餘額 | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 收購子公司非控股權 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 外幣兌換 | - | |||||||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 截至2024年9月30日的餘額（未經審計） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 截至2023年9月30日的三個月（未經審計） | ||||||||||||||||||||||||||||
| 普通股 | 額外 | 累計其他 | 非 | 總計 | ||||||||||||||||||||||||
股份數量 股票 | 金額 | 已付資本 資本 | 全面收益 虧損 | 累計 赤字 | 控制 利息 | 股東權益 股權 | ||||||||||||||||||||||
| 2023年6月30日餘額（未經審計） | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 外幣兌換 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 淨虧損 | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| 2023年9月30日結餘（未經審計） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| 2023年9月30日結束的九個月（未經審計） | ||||||||||||||||||||||||||||
| 普通 股 | 額外 | 累積 其他 | 非 | 總計 | ||||||||||||||||||||||||
數量 股票 | 金額 | 已付資本 資本 | 全面收益 虧損 | 累計 赤字 | 控制 利息 | 股東權益 股權 | ||||||||||||||||||||||
| 截至 2022 年 12 月 31 日的餘額 | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | | ||||||||||||||||
| 投資終止導致股份取消 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| 外幣翻譯差額 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| 淨收入（損失） | - | ( | ) | |||||||||||||||||||||||||
| 截至2023年9月30日的餘額（未經審計） | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
請參閱簡明綜合財務報表附註。
| 5 |
greenpro capital corp。
簡明綜合現金流量表
2024年和2023年截至9月30日的九個月
（以美元計）
（未經審計）
| 截至9月30日的九個月 | ||||||||
| 2024 | 2023 | |||||||
| 經營活動現金流量： | ||||||||
| 淨（損失）收入 | $ | ( | ) | $ | ||||
| 調整以將淨（損失）收入調節爲經營活動中使用的淨現金流量： | ||||||||
| 折舊 | ||||||||
| 無形資產攤銷 | ||||||||
| 運營租賃使用權資產的攤銷 | ||||||||
| 財務租賃權益資產的攤銷 | ||||||||
| 爲信貸損失提供（撤銷提供） | ( | ) | ||||||
| 投資處置收益 | ( | ) | ||||||
| 應收票據的沖銷逆轉 | ( | ) | ||||||
| 其他投資相關方的減值 reversal | ( | ) | ||||||
| 與 warrants 相關的衍生負債的公允價值收益 | ( | ) | ||||||
| 運營資產和負債的變化： | ||||||||
| 應收賬款淨額 | ( | ) | ( | ) | ||||
| 預付款項及其他流動資產 | ||||||||
| 營業收入待攤費用 | ( | ) | ||||||
| 應付賬款和應計負債 | ( | ) | ( | ) | ||||
| 經營租賃負債 | ( | ) | ( | ) | ||||
| 應交所得稅 | ( | ) | ||||||
| 遞延收入 | ( | ) | ||||||
| 經營活動使用的淨現金流量 | ( | ) | ( | ) | ||||
| 投資活動現金流量： | ||||||||
| 購置固定資產等資產支出 | ( | ) | ( | ) | ||||
| 其他投資收益支出 | ||||||||
| 已售房地產業的收益 | ||||||||
| 購買其他投資 | ( | ) | ( | ) | ||||
| 融資租賃使用權資產的初始支付 | ( | ) | ||||||
| 投資活動產生的淨現金流量 | ( | ) | ||||||
| 籌集資金的現金流量： | ||||||||
| 還本金融租賃負債 | ( | ) | ( | ) | ||||
| 向關聯方的預付款項 | ( | ) | ( | ) | ||||
| 應收票據的收回 | ||||||||
| 籌集資金淨額 | ( | ) | ( | ) | ||||
| 現金及現金等價物的匯率變動影響 | ( | ) | ||||||
| 現金及現金等價物的淨變動 | ( | ) | ( | ) | ||||
| 期初現金及現金等價物餘額 | ||||||||
| 期末現金及現金等價物餘額 | $ | $ | ||||||
| 現金流量信息補充披露: | ||||||||
| 所得稅已付現金 | $ | $ | ||||||
| 支付的利息現金 | $ | $ | ||||||
| 補充非現金投資和融資活動： | ||||||||
| 通過融資租賃負債支付融資租賃使用權資產的尾款 | $ | $ | ||||||
| 將待售房地產業分配給非控股權益，以收購非控股權益在子公司的股份並結清非控股權益的貸款 | $ | $ | ||||||
請參閱簡明綜合財務報表附註。
| 6 |
greenpro capital corp。
簡明合併財務報表附註
2024年和2023年截至9月30日的九個月
（以美元計，份額和每份數據除外）
(未經審計)
註釋1 - 組織和重要會計政策
Greenpro Capital corp.（以下簡稱「公司」或「GRNQ」）在2013年7月19日在內華達州註冊成立。公司 目前提供廣泛的業務諮詢和企業顧問服務，包括跨境上市顧問服務、稅務規劃、顧問和交易服務、記錄管理服務和會計外包服務。我們的重點是位於亞洲和東南亞的公司，包括香港、馬來西亞、中國、泰國和新加坡。作爲我們業務諮詢 和企業顧問業務部門的一部分，Greenpro 創投有限公司爲初創公司提供商業孵化器，並專注於對特定初創公司和高增長潛力公司的投資。除了我們的業務諮詢和企業顧問業務部門外，我們還運營另一個業務部門，專注於收購和租賃用於投資的房地產業務，及收購和銷售待售的房地產業務。
報表基礎和合並原則
截至2024年9月30日和2023年9月30日的附帶未經審計的合併基本報表已根據證券交易委員會（「SEC」）允許在中期報告中減少披露的規則和規定進行編制。某些通常包含在根據美國公認會計原則（「US GAAP」）編制的基本報表中的信息和腳註披露已被縮減或省略。根據管理層的意見，所有被認爲對公正呈現必要的調整（包括正常的經常性折舊）均已包含在內。截止2024年9月30日的經營結果不一定指示截至2024年12月31日的預期結果。截止2023年12月31日的合併資產負債表信息源自公司截至和爲截至2023年12月31日的經審計合併基本報表，該報告已於2024年3月28日提交給SEC的10-K年度報告中。這些基本報表應與該報告一起閱讀。
附帶的未經審計的簡明合併基本報表包括公司及其全資子公司 和公司控制的控股子公司的帳戶，以及公司爲主要受益人的實體。對於那些公司擁有權不足100%的合併子公司，外部股東的權益被顯示爲股權中的非控股權益。收購的業務從控制權轉移給公司之日起計入合併基本報表。子公司從控制權停止之日起予以剔除。所有內部公司帳戶和交易在合併時已被消除。
作爲持續存在的問題
隨附的基本報表已根據業務持續經營假設進行編制，該假設包括在業務正常進行過程中實現資產和清償負債及承諾。截至2024年9月30日止九個月，公司錄得淨損失$
公司的持續經營能力依賴於改善盈利能力和來自主要股東的持續財政支持。管理層相信，現有股東或外部融資將提供額外現金，以滿足公司的到期義務。儘管我們過去籌集了相當數量的資金，但不能保證未來的融資（如有需要）會有可用性，或者如果可用，其條款對公司是令人滿意的。即使公司能夠在需要時獲得額外融資，這可能會對其運營施加不當限制（如債務融資的情況），或者在股權融資的情況下導致股東的實質性稀釋。
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反向股票拆分的某些影響
於2022年7月19日，該公司向內華達州國務卿提交了變更證明書（“變更證明書”），以進行公司普通股的反向拆股，比例為
此外，反向拆股導致在反向拆股生效前，即時發行的普通股股份數量減少，從
未有發行碎股與逆向股份拆分有關。持有公司普通股的股東，數量未能被10整除的，原則上將獲得碎股，反之，他們將獲得股份數向上取整至最接近的整數。公司將向任何因逆向股份拆分而應獲得碎股的股東發行一股後逆向股份拆分後的普通股。
反向股票拆分對所有普通股股東均產生了影響，並未影響任何股東的所有權百分比。公司的普通股面值保持不變，為$ 每股的授權普通股數量在反向股票拆分後保持不變。
由於公司普通股每股面額保持不變，每股面額的變動已按照過去的基準重新分類至資本公積金。附錄的簡明綜合財務報表及附註中對於所有報表期間的普通股和每股數據的相關引文均經過調整，以反映逆向股票拆分過去的基準。 由於每股公司普通股的面值保持在每筆股票的美元，因此普通股的變動被重新分類為額外資本。附錄的簡明合併資產負債表和附註所列各個報告期內所有普通股的引用和每股資料已經被調整，以反映逆向股票分割的基礎。
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COVID-19 疫情和其他全球風險
儘管 COVID-19疫情似乎已減弱，但其對全球貨幣經濟的長期影響，包括高通脹，仍持續影響我們的業務。此外，如若COVID-19疫情再度爆發或出現新的變種，或是其他疫情的出現，這可能會進一步影響我們的業務。此外，任何健康流行病的持續爆發或其他不利的公共衛生事件都可能造成顯著的宏觀經濟不確定性、波動性和干擾，這可能會對我們的業務運作產生不利影響。
在2023年3月10日，聯邦存款保險公司接管並被指定為矽谷銀行的接管人。雖然我們在矽谷銀行沒有存入資金，但如果其他銀行和金融機構將來進入接管或變得無力償債，以應對影響銀行系統和金融市場的金融控制項，我們獲取現有現金、現金等價物和投資的能力可能會受到威脅，並可能對我們的業務和財務狀況產生實質性不利影響。信用和金融市場以及對經濟控制項的信懇智能進一步惡化的可能性存在。如果股權和信用市場惡化，這可能會影響我們籌集股本的能力，借用現有融資設施，獲取現有現金，或使任何額外必要的債務或股權融資更加困難、成本更高和/或稀釋性更強。
管理層定期監控上述經濟和其他因素。我們制定旨在改善表現並最大化競爭優勢的戰略和戰術計劃。我們實現財務目標的能力取決於我們有效執行這些計劃並適當應對新興經濟和公司專用趨勢的能力。
使用估計值
根據美國普遍接受的會計原則，編製基本報表要求管理層對資產和負債的報告以及在基本報表日期披露或有負債作出估計和假設，並對報告期間的收入和費用的報告金額進行估計。重要的會計估計包括某些假設，涉及應收賬款的壞賬準備、房地產業資產的減值分析及其他包括商譽在內的長期資產，錄入購買價格分配的內在估計、遞延所得稅的評價準備、衍生負債評估所使用的假設以及潛在負債的計提。實際結果可能與這些估計有所不同。
信用 損失
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.
為了判斷應收帳款的信用損失提供，公司按照業務組成部分水平分解其應收帳款，因為管理層判斷公司客戶的風險概況基於其所在行業的類型和特點是一致的。每個業務組成部分均單獨分析估計信用損失。為此，公司建立了一個根據往年應收帳款催收情況的歷史損失矩陣，並根據客戶目前和預期財務狀況進行評估（如有）。此外，公司考慮宏觀經濟因素和相關行業的狀況，來估計是否有根據公司對未來這些經濟和行業特定因素狀況的期望趨勢，基於貿易應收帳款中當前預期的信用損失。此外，公司會根據對未支付發票的審核，來確定有較高違約機率的客戶的適當存款金額。
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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 | $ | $ | ||||||
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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.
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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$1 exchange rate | ||||||||
Fair value of financial instruments
The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 : Observable inputs such as quoted prices in active markets; |
| ● | Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
| ● | Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities, income tax payable, deferred cost of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments.
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Concentrations of risks
For
the three months ended September 30, 2024, one customer accounted for
Two
customers accounted for
For the three and nine months ended September 30, 2024 and 2023, no vendor accounted for 10% or more of the Company’s cost of revenues.
Three
vendors accounted for
Exchange rate risk
The Company’s reporting currency is US$ 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發布了ASU 2023-07“業務部門披露（主題280）：關於報告部門披露的改進”，擴大了關於報告部門的年度和中期披露要求，主要通過增加對重要部門費用的披露進行了改進。 ASU 2023-07將於2023年12月15日後開始的年度報告期和2024年12月15日後開始的中期報告期生效。允許提前採納。公司目前正在評估此ASU對其未經審計的簡明綜合財務報表及相關披露可能產生的影響。
在 2023年12月，FASB 發布了 ASU 2023-09 "所得稅（主題 740）：改善所得稅揭露"，以擴大對所得稅的揭露要求，特別是與稅率調節和已繳納的所得稅有關。ASU 2023-09 將於2024年12月15日後開始的年度報告期生效，並允許提前採用。公司目前正在評估此 ASU 可能對其未經審核的簡明綜合基本報表及相關揭露的影響。
公司預期， 任何其他最近發佈的會計公告將不會對其簡明綜合基本報表產生重大影響。
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注意 2 - 與客戶合約的收入
公司的營業收入由提供業務諮詢和企業顧問服務所產生的收入（「服務收入」）以及租賃或交易房地產業物業所產生的收入（「房地產收入」）組成。
服務營業收入
對於特定的服務合同，我們協助或向客戶提供資本市場上市諮詢（"上市服務"），我們向客戶提供的服務被視為我們的履約義務。 營業收入和支出在履約義務完成並能夠收取對價的情況下被推遲。 對於履約義務尚未完成的服務合同，已發生的推遲營業成本將被記錄，並且對於在這些尚未完成的履約義務上已收到的任何付款，將被記錄為已推遲收入。 管理層會持續監控這些合同的盈利能力，並在必要時可能記錄負債，如果確定成本將超過營業收入。
對於其他服務，如公司秘書、會計、財務分析、保險券商服務和其他相關服務（“非上市服務”），我們完成這些服務後，代表我們履行了履行義務，因此相關營業收入得以認列。 對於我們充當代理的合同，公司按收入扣除支付費用。
本公司不向客戶提供任何折扣、回扣、退貨權或其他讓步，這些都不會導致在服務營業收入方面設立準備金。此外，截至目前，本公司在獲取客戶合約方面並未產生額外成本。
營業收入 來自房地產業物業的租賃
租金 營業收入代表來自公司租戶的租賃租金收入。租戶根據租賃協議中的條款支付租金， 公司在租約期間內按比例確認收入，因為這是最能代表預期從基礎資產中獲得利益的模式。
營業收入 來自房地產業的交易
公司遵循ASC 610-20的指導， 其他收入 - 資產和負債的認列損益從非金融資產的撤銷 （"ASC 610-20"），適用於非金融資產的銷售或轉讓給非客戶。一般而言，公司對其房地產的銷售被認為是非金融資產的銷售。根據ASC 610-20，公司從其資產中撤銷認列，並在房地產銷售中當控制底層資產的權利轉移給買方時，認列收益或損失。
成本 營業費用
服務營業收入的成本主要包括員工薪酬及相關的薪資福利、公司成立成本，及其他直接歸屬於所提供服務的專業費用。
租金收入的成本主要包括與維修和保養、物業管理費、保險、折舊及其他相關行政成本有關的費用。公用事業費用由租客直接支付。
房地產業出售的成本主要由物業的購買價格、法律費用、建築結構的改善成本， 以及其他獲取成本組成。銷售和廣告費用在發生時直接列支。
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以下表格提供有關按服務類別和按地理區域分解的營業收入的信息：
| 截至九月三十日的三個月 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 依服務項目區分的營業收入: | ||||||||
| 公司諮詢 - 非上市服務 | $ | $ | ||||||
| 公司諮詢 - 上市服務 | ||||||||
| 房地產業物業租賃 | ||||||||
| 總營業收入 | $ | $ | ||||||
| 截至九月三十日的三個月 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 按地區劃分的營業收入： | ||||||||
| 香港 | $ | $ | ||||||
| 馬來西亞 | ||||||||
| 中國 | ||||||||
| 總營業收入 | $ | $ | ||||||
| 截至九月三十日的九個月。 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 各項服務的營業收入： | ||||||||
| 企業顧問 - 非上市服務 | $ | $ | ||||||
| 企業顧問 - 上市服務 | ||||||||
| 房地產業物業租賃 | ||||||||
| 總營業收入 | $ | $ | ||||||
| 截至九月三十日的九個月。 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 按地區劃分的營業收入： | ||||||||
| 香港 | $ | $ | ||||||
| 馬來西亞 | ||||||||
| 中國 | ||||||||
| 總營業收入 | $ | $ | ||||||
已遞延營業收入成本
對於尚未完成的服務合約，任何在履行義務完成之前已產生的費用，會記錄為遞延營業收入。
遞延 營業收入
對於服務合同，若履行義務尚未完成，則將預先收取的任何付款記錄為透過營業收入之前收到的進帳。
截至2024年9月30日和2023年12月31日，已延後處理的營業成本或未實現收入分類為流動資產或流動負債，分別總計如下:
截至 2024年9月30日 | 截至 2023年12月31日 | |||||||
| (未經審計) | （已經接受審計） | |||||||
| 流動資產合計 | ||||||||
| 未來的營業成本 | $ | $ | ||||||
| 流動負債 | ||||||||
| 透過收入 | $ | $ | ||||||
2024年9月30日結束的九個月內，递延營業收入的變動如下：
九個月結束 2024年9月30日 | ||||
| (未經審計) | ||||
| 遞延收入，2024年1月1日 | $ | |||
| 新合約負債 | ||||
| 履行的義務 | ( | ) | ||
| 遞延收入，2024年9月30日 | $ | |||
| 15 |
註意 3 - 其他投資
截至 2024年9月30日 | 截至 2023年12月31日 | |||||||
| (未經審計) | （已經接受審計） | |||||||
| 對於無法輕易確定公平價值的聯屬公司股票投資： | ||||||||
| (1) Greenpro Trust Limited（相關方） | $ | $ | ||||||
| (2) 其他相關方 | ||||||||
| 總計 | $ | $ | ||||||
投資 在無法輕易確定公允價值的聯屬公司（相關方）之股權證券中：
股權 無法輕易確定公允價值的證券是無法輕易確定市場價值的投資。公司採用了ASC 321《投資 - 股權證券》的指導方針，該方針允許實體使用替代計量方法來衡量無法輕易確定公允價值的股權證券的投資，該方法將這些證券的計量設為成本減去減值（如有），再加上或減去由於相同發行人相同或類似投資的有序交易中可觀察價格變動而產生的變化（“替代計量方法”）。無法輕易確定公允價值的股權證券因減值重新計量後被歸類為第3級。管理層對這些投資進行逐項評估。此外，管理層還需要每季度對該投資是否減值進行質性評估。
截至2024年9月30日的三個月和九個月內，公司並未認識任何減值或減值的回轉。
截至2023年9月30日的三個月和九個月期間，公司確認了$的減值逆轉。 及
截至2023年12月31日止，公司認列投資股權價值減損$
此外，公司按成本記錄其無法從市價即時確定的權益證券。對於這類成本法投資，我們在簡明合併資產負債表中將其記錄為其他投資。我們每季審查所有的成本法投資，以判斷是否存在減值指標；然而，我們並非需要判斷這些投資的公允價值，除非存在減值指標。當存在減值指標時，我們通常採用ASC820公允價值衡量所允許的估值方法，評估到2024年9月30日為止，我們的成本法投資的公允價值約等於或超過其攜帶金額。我們的成本法投資的攜帶金額為$
| 16 |
(a) Agape ATP 公司:
2017年4月14日，我們的全資子公司Greenpro創投有限公司（"GVCL"）收購了Agape ATP Corporation的普通股股份，每股面值為$，價值$。Agape主要從事向馬來西亞客戶提供健康和健康產品以及咨詢服務。自2017年11月9日起，Agape的普通股在OTC Markets Group, Inc.（"OTC"）下註冊。截至2021年12月31日，GVCL持有Agape總股本約%，將該投資以$的歷史成本計入其他投資。 股份 $
在2022年1月21日，GVCL與Agape簽訂了一份沒收協議。根據該協議，GVCL同意轉讓
其總投資的股份 股份至Agape，且不作任何對價。因此，GVCL持有
約
自2023年10月10日以來，Agape的普通股已經從場外交易升級至納斯達克證券市場（“NASDAQ”）。
截至2023年12月31日，GVCL擁有 股份Agape普通股，並將我們對Agape的投資作為歷史成本的認可，總值為$
在
2024年2月16日，GVCL通過經紀人出售了 股的Agape普通股，價格為$
在
2024年8月15日，Agape向內華達州國務卿提交了變更證明以實施
在
2024年8月30日，GVCL售出所有剩餘的 Agape股份，透過經紀人以每股$
(b) Celmonze Wellness Corporation:
在2023年2月8日，GVCL與塞爾蒙茲健康公司簽訂了認購協議，該公司是一家內華達州的公司，為客戶提供美容和健康解決方案（「塞爾蒙茲」）。根據協議，GVCL獲得了 股的普通股，價格為$
2024年1月17日，GVCL與Celmonze簽訂了一項回購協議。根據協議，GVCL同意將所有我們擁有的Celmonze股份賣回給Celmonze。 將所有擁有的Celmonze股份以每股＄賣給Celmonze。
(c) MU全球控股有限公司:
2018年7月25日，GVCL與內華達州的MU Global Holding Limited訂立了一份認股協議，該公司為客戶提供水療和健康產品及服務（“MUGH”）。根據該協議，GVCL以 每股$
2018年12月31日，GVCL對$進行了減值。
2024年4月10日，GVCL與無關方陳樹仁（陳先生）簽訂了一項股票購買協議。根據該協議，GVCL同意賣出所有板塊給陳先生。 MUGH股票以$賣出給陳先生。
(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 日結束， | 截至 2033年12月31日 | |||||||
| (未經審計) | （已經接受審計） | |||||||
| 原始成本 | ||||||||
| 期初結餘／年初結餘 | $ | $ | ||||||
| 本期/本年增加 | ||||||||
| 本期/本年虧損、取消或終止 | ( | ) | ( | ) | ||||
| 本期出售受損投資 | ( | ) | ||||||
| 期末餘額/年結餘 | ||||||||
| 累積損耗 | ||||||||
| 期初餘額/年初餘 | ( | ) | ( | ) | ||||
| 年間減損 | ( | ) | ||||||
| 年間減損數額轉回 | ||||||||
| 在期間內處置受損的投資 | ||||||||
| 期末／年結餘 | ( | ) | ( | ) | ||||
| 無法容易確定公允價值的股權證券的淨攜帶值 | $ | $ | ||||||
Accumulated impairment of other investments
As
of September 30, 2024 and December 31, 2023, the accumulated impairment loss of other investments was $
| 17 |
備註 4 - 業務合併
在2024年6月6日，本公司從我們的首席執行官兼董事李長光先生手中收購了全球貨幣業務中心有限公司（“GBHL”），收購價格為$
該 公司根據ASC 805「業務合併」將該交易視為業務結合。公司 對收購的資產支付的購買價格和承擔的負債進行了分配，參考了截至2024年6月6日GBHL的財務報表。
收購資產的公平價值，以及負債承擔：
| 現金 | $ | |||
| 商譽 | ||||
| 流動負債的公平價值 | ( | ) | ||
| 購買價格 | $ |
以下未經審核的腰帶資訊顯示，若GBHL的收購在2023年1月1日完成，則合併運營的結果。這些未經審核的腰帶結果僅供參考，並不一定表明如果收購在所示期間的開始時發生，合併公司的實際運營結果會是什麼，也不預示未來的運營結果：
| 截至九月三十日的九個月。 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 營業收入 | $ | $ | ||||||
| 營運虧損 | ( | ) | ( | ) | ||||
| 淨（損失）收入 | ( | ) | ||||||
| 每股凈(虧損) 收益 | $ | ) | $ | |||||
| 18 |
注意 5 - 租賃合同
截至2024年9月30日，公司與香港的一間辦公室簽訂了一項營運租賃協議，租期為
租賃權利-使用（"ROU"）資產和負債將根據租賃期限內租賃款項的現值於開始日期確認。 ROU 資產代表我們在租賃期內使用基礎資產的權利，而租賃負債代表我們根據租賃而產生的租金支付義務。通常，在安排中，隱含的利率（"折扣率"）不容易確定，公司在確定租金現值時利用其增量借貸利率。公司的增量借貸利率是基於其對其信貸評級的理解而制定的假設利率。運營租賃 ROU 資產包括所有租金支付，不包括租賃獎勵。
有關營運租賃和融資租賃的租金支出和補充現金流資訊元件如下：
| 截至九月三十日的九個月。 | ||||||||
| 2024 | 2023 | |||||||
| (未經審計) | (未經審計) | |||||||
| 租賃成本 | ||||||||
| 營業租賃成本： | ||||||||
| 租金開支 (1) | $ | $ | ||||||
| 其他租金開支 (2) | ||||||||
| 融資租賃成本： | ||||||||
| 利息支出 | $ | $ | ||||||
| 租賃成本總額 | $ | $ | ||||||
| 其他資訊 | ||||||||
| 計入租賃負債衡量的金額所支付的現金： | ||||||||
| 租金支付 - 營運租賃 | $ | $ | ||||||
| 利息還款 - 金融租賃 | ||||||||
| 本金償還 - 融資租賃 | ||||||||
| 已付總現金 | $ | $ | ||||||
| 非現金活動: | ||||||||
| 以融資租賃負債支付的ROU資產餘額款項 | $ | $ | ||||||
| 加權平均剩餘租期（以年計）： | ||||||||
| 經營租約 | ||||||||
| 融資租賃 | ||||||||
| 加權平均折扣率： | ||||||||
| 經營租約 | % | % | ||||||
| 融資租賃 | % | % | ||||||
| (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 | $ | $ | $ | $ | ||||||||||||
| * |
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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). |
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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) | ||
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