UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-38308

Greenpro Capital Corp.

(Exact name of registrant issuer as specified in its charter)

Nevada

98-1146821

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

B-23A-02, G-Vestor Tower,

Pavilion Embassy, 200 Jalan Ampang,

50450 W.P. Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (603) 8408 - 1788

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value		GRNQ		NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2023, there were 7,575,813 shares, par value $0.0001 of the registrant’s Common Stock issued and outstanding.

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION	3

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	3

	Condensed Consolidated Balance Sheets - June 30, 2023 (Unaudited) and December 31, 2022	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - Three and Six Months Ended June 30, 2023 and 2022	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Three and Six Months Ended June 30, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended June 30, 2023 and 2022	6

	Notes to Condensed Consolidated Financial Statements (Unaudited) - Six Months Ended June 30, 2023 and 2022	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31

ITEM 4.	CONTROLS AND PROCEDURES	31

PART II	OTHER INFORMATION	32

ITEM 1	LEGAL PROCEEDINGS	32

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	32

ITEM 4	MINE SAFETY DISCLOSURES	32

ITEM 5	OTHER INFORMATION	32

ITEM 6	EXHIBITS	32

SIGNATURES		33

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

(In U.S. dollars, except share and per share data)

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents (including $38,346 and $38,466 of restricted cash as of June 30, 2023 and December 31, 2022, respectively)	$	2,766,462		$	3,911,535
Accounts receivable, net of allowance of $10,320 and $25,677 as of June 30, 2023 and December 31, 2022, respectively (including $225,669 and $129,292 of net accounts receivable from related parties as of June 30, 2023 and December 31, 2022, respectively)		354,578			169,537
Prepaids and other current assets (including $120,000 and $80,000 of deposit paid to a related party as of June 30, 2023 and December 31, 2022, respectively)		745,400			773,040
Due from related parties		706,716			265,772
Deferred cost of revenue (including $23,280 and $11,640 to a related party as of June 30, 2023 and December 31, 2022, respectively)		199,033			168,605
Total current assets		4,772,189			5,288,489

Property and equipment, net		2,343,617			2,513,567
Real estate investments:
Real estate held for sale		1,659,207			1,659,207
Real estate held for investment, net		599,615			650,223
Intangible assets, net		1,535			1,900
Goodwill		82,561			82,561
Other investments (including $5,082,606 and $5,406,106 of investments in related parties as of June 30, 2023 and December 31, 2022, respectively)		5,082,606			5,406,106
Operating lease right-of-use assets, net		159,943			17,510
Finance lease right-of-use asset, net		27,938			-
Other non-current assets		6,576			19,643
TOTAL ASSETS	$	14,735,787		$	15,639,206

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	493,134		$	758,909
Due to related parties		433,312			448,251
Income tax payable		2,999			858
Operating lease liabilities, current portion		92,523			18,725
Finance lease liabilities, current portion		3,255			-
Deferred revenue (including $623,600 and $849,400 from related parties as of June 30, 2023 and December 31, 2022, respectively)		1,703,141			1,834,244
Derivative liabilities		-			1
Total current liabilities		2,728,364			3,060,988

Operating lease liabilities, non-current portion		67,420			-
Finance lease liabilities, non-current portion		15,122			-
Total liabilities		2,810,906			3,060,988

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, $0.0001 par value; 500,000,000 shares authorized; 7,575,813 and 7,875,813 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		7,576			7,876
Additional paid in capital		42,897,029			50,102,729
Accumulated other comprehensive loss		(356,680	)		(224,891	)
Accumulated deficit		(30,924,273	)		(37,622,680	)
Total Greenpro Capital Corp. stockholders’ equity		11,623,652			12,263,034
Noncontrolling interests in a consolidated subsidiary		301,229			315,184

Total stockholders’ equity		11,924,881			12,578,218

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,735,787		$	15,639,206

See accompanying notes to the condensed consolidated financial statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(In U.S. dollars, except share and per share data)

(Unaudited)

	2023			2022			2023			2022
	Three months ended June 30						Six months ended June 30,
	2023			2022			2023			2022

REVENUES:
Service revenue (including $242,977 and $448,086 of service revenue from related parties for the three months ended June 30, 2023 and 2022, respectively, and $584,149 and $507,171 of service revenue from related parties for the six months ended June 30, 2023 and 2022, respectively)	$	580,390		$	777,552		$	1,195,994		$	1,132,585
Sale of real estate properties		-			-			-			186,873
Rental revenue		20,495			30,390			42,626			64,330
Total revenue		600,885			807,942			1,238,620			1,383,788

COST OF REVENUES:
Cost of service revenue		(85,722	)		(72,068	)		(154,183	)		(136,344	)
Cost of real estate properties sold		-			-			-			(127,341	)
Cost of rental revenue		(8,963	)		(11,907	)		(18,686	)		(22,700	)
Total cost of revenues		(94,685	)		(83,975	)		(172,869	)		(286,385	)

GROSS PROFIT		506,200			723,967			1,065,751			1,097,403

OPERATING EXPENSES:
General and administrative (including $61,915 and $17,717 of general and administrative expense to related parties for the three months ended June 30, 2023 and 2022, respectively, and $76,720 and $36,228 of general and administrative expense to related parties for the six months ended June 30, 2023 and 2022, respectively)		(817,259	)		(1,028,635	)		(1,708,823	)		(1,932,774	)

LOSS FROM OPERATIONS		(311,059	)		(304,668	)		(643,072	)		(835,371	)

OTHER INCOME (EXPENSES)
Other income (including $3,368 and $0 of other income from a related party for the three months ended June 30, 2023 and 2022, respectively, and $6,733 and $0 of other income from a related party for the six months ended June 30, 2023 and 2022, respectively)		6,608			24,975			27,254			75,696
Interest income		11,191			2,966			22,006			3,576
Fair value gains of derivative liabilities associated with warrants		-			3,503			1			9,405
Reversal of impairment (impairment) of other investment (including reversal of impairment of $6,759,000 and impairment of $677,400 of related party investment for the three months ended June 30, 2023 and 2022, respectively, and reversal of impairment of $6,882,000 and impairment of $1,213,800 of related party investment for the six months ended June 30, 2023 and 2022, respectively)		6,759,000			(677,400	)		6,882,000			(1,213,800	)
Reversal of write-off notes receivable		200,000			-			400,000			-
Interest expense		(111	)		-			(111	)		-
Total other income (expenses)		6,976,688			(645,956	)		7,331,150			(1,125,123	)

INCOME (LOSS) BEFORE INCOME TAX		6,665,629			(950,624	)		6,688,078			(1,960,494	)
Income tax expense		(3,113	)		(1,536	)		(3,626	)		(1,536	)
NET INCOME (LOSS)		6,662,516			(952,160	)		6,684,452			(1,962,030	)
Net loss (income) attributable to noncontrolling interest		4,802			6,380			13,955			(17,432	)

NET INCOME (LOSS) ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.		6,667,318			(945,780	)		6,698,407			(1,979,462	)
Other comprehensive loss:
- Foreign currency translation loss		(142,626	)		(138,310	)		(131,789	)		(151,869	)
COMPREHENSIVE INCOME (LOSS)	$	6,524,692		$	(1,084,090	)	$	6,566,618		$	(2,131,331	)

NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED (1)	$	0.86		$	(0.12	)	$	0.85		$	(0.25	)

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED (1)		7,730,758			7,867,169			7,839,649			7,867,169

(1)	Weighted average shares outstanding and per share amounts have been adjusted for the periods shown to reflect the 10-for-1 reverse stock split effected on July 28, 2022 on a retroactive basis as described in Note 1.

See accompanying notes to the condensed consolidated financial statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(In U.S. dollars, except share data)

(Unaudited)

	Number of Shares			Amount			Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Controlling Interest			Stockholders’ Equity
	Three months ended June 30, 2023 (Unaudited)
	Common Stock						Additional			Accumulated Other						Non-			Total
	Number of Shares			Amount			Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Controlling Interest			Stockholders’ Equity
Balance as of March 31, 2023 (Unaudited)		7,875,813		$	7,876		$	50,102,729		$	(214,054	)	$	(37,591,591	)		$306,031		$	12,610,991
Cancellation of shares resulting from termination of investment		(300,000	)		(300	)		(7,205,700	)		-			-			-			(7,206,000	)
Foreign currency translation		-			-			-			(142,626	)		-			-			(142,626	)
Net income (loss)		-			-			-			-			6,667,318			(4,802	)		6,662,516
Balance as of June 30, 2023 (Unaudited)		7,575,813		$	7,576		$	42,897,029		$	(356,680	)	$	(30,924,273	)	$	301,229		$	11,924,881

Six months ended June 30, 2023 (Unaudited)
	Common Stock				Additional		Accumulated Other					Non-	Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit		Controlling Interest	Stockholders’ Equity
Balance as of December 31, 2022		7,875,813	$	7,876	$	50,102,729	$	(224,891	)	$	(

SEC Form 10-Q filed by Greenpro Capital Corp.