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, 2024

☐ 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 (60) 3 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 ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 13, 2024, there were 7,575,813 shares, par value $0.0001 of the registrant’s common stock (“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, 2024 (Unaudited) and December 31, 2023	3

	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - Three and Six Months Ended June 30, 2024 and 2023	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Three and Six Months Ended June 30, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended June 30, 2024 and 2023	6

	Notes to Condensed Consolidated Financial Statements (Unaudited) - Six Months Ended June 30, 2024 and 2023	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

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, 2024 AND DECEMBER 31, 2023

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

	June 30, 2024			December 31, 2023
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents (including $79,404 and $166,481 of time deposits as of June 30, 2024 and December 31, 2023, respectively)	$	1,189,489		$	2,223,197
Accounts receivable, net of allowance for credit losses of $749,000 and $610,599 as of June 30, 2024 and December 31, 2023, respectively (including $117 and $0 of net accounts receivable from related parties as of June 30, 2024 and December 31, 2023, respectively)		77,532			44,938
Prepaids and other current assets		425,042			627,315
Due from related parties		908,361			750,860
Deferred cost of revenue		23,604			16,291
Total current assets		2,624,028			3,662,601

Property and equipment, net		2,299,418			2,413,538
Real Estate investments:
Real estate held for sale		980,402			1,659,207
Real estate held for investment, net		574,311			598,748
Intangible assets, net		841			1,181
Goodwill		88,596			82,561
Other investments (including $99,586 and $100,106 of investments in related parties as of June 30, 2024 and December 31, 2023, respectively)		99,586			100,106
Operating lease right-of-use assets, net		67,666			114,551
Finance lease right-of-use asset, net		22,023			25,527
TOTAL ASSETS	$	6,756,871		$	8,658,020

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	510,535		$	724,796
Due to related parties		76,449			389,274
Income tax payable		-			292
Operating lease liabilities, current portion		67,666			94,726
Finance lease liabilities, current portion		3,449			3,426
Deferred revenue (including $75,800 and $157,500 from related parties as of June 30, 2024 and December 31, 2023, respectively)		1,041,998			1,075,404
Total current liabilities		1,700,097			2,287,918

Operating lease liabilities, non-current portion		-			19,825
Finance lease liabilities, non-current portion		11,515			13,638
Total liabilities		1,711,612			2,321,381

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 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		7,576			7,576
Additional paid in capital		42,749,831			42,897,029
Accumulated other comprehensive loss		(372,308	)		(310,169	)
Accumulated deficit		(37,377,215	)		(36,549,095	)
Total Greenpro Capital Corp. stockholders’ equity		5,007,884			6,045,341
Non-controlling interests in consolidated subsidiaries		37,375			291,298

Total stockholders’ equity		5,045,259			6,336,639

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,756,871		$	8,658,020

See accompanying notes to the condensed consolidated financial statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

(Unaudited)

	2024			2023			2024			2023
	Three months ended June 30						Six months ended June 30,
	2024			2023			2024			2023

REVENUES:
Service revenue (including $44,836 and $242,977 of service revenue from related parties for the three months ended June 30, 2024 and 2023, respectively, and $239,085 and $584,149 of service revenue from related parties for the six months ended June 30, 2024 and 2023, respectively)	$	342,630		$	580,390		$	976,422		$	1,195,994
Rental revenue		18,544			20,495			43,151			42,626
Total revenue		361,174			600,885			1,019,573			1,238,620

COST OF REVENUES:
Cost of service revenue (including $998 and $0 of cost of revenue to related party for the three months ended June 30, 2024 and 2023, respectively, and $4,052 and $0 of cost of revenue to related party for the six months ended June 30, 2024 and 2023, respectively)		(36,010	)		(85,722	)		(110,708	)		(154,183	)
Cost of rental revenue		(6,714	)		(8,963	)		(12,890	)		(18,686	)
Total cost of revenues		(42,724	)		(94,685	)		(123,598	)		(172,869	)

GROSS PROFIT		318,450			506,200			895,975			1,065,751

OPERATING EXPENSES:
General and administrative (including $54,859 and $61,915 of general and administrative expenses to related parties for the three months ended June 30, 2024 and 2023, respectively, and $82,762 and $76,720 of general and administrative expenses to related parties for the six months ended June 30, 2024 and 2023, respectively)		(920,070	)		(817,259	)		(1,971,308	)		(1,708,823	)

LOSS FROM OPERATIONS		(601,620	)		(311,059	)		(1,075,333	)		(643,072	)

OTHER INCOME
Other income (including $14,440 and $3,368 of other income from related parties for the three months ended June 30, 2024 and 2023, respectively, and $25,866 and $6,733 of other income from related parties for the six months ended June 30, 2024 and 2023, respectively)		15,852			6,608			28,471			27,254
Interest income (including $1,359 and $0 of interest income from related party for the three months ended June 30, 2024, and 2023, respectively, and $2,344 and $0 of interest income from related party for six months ended June 30, 2024, and 2023, respectively)		2,960			11,191			12,849			22,006
Gain on disposal of investments (including $17,320 of related party investment for the three months ended June 30, 2024 and $197,300 of related party investments for the six months ended June 30, 2024)		17,320			-			197,300			-
Fair value gains of derivative liabilities associated with warrants		-			-			-			1
Reversal of impairment of other investment (including reversal of impairment of $6,759,000 of related party investment for the three months ended June 30, 2023, and reversal of impairment of $6,882,000 of related party investment for the six months ended June 30, 2023)		-			6,759,000			-			6,882,000
Reversal of write-off notes receivable		-			200,000			-			400,000
Interest expenses		(265	)		(111	)		(544	)		(111	)
Total other income		35,867			6,976,688			238,076			7,331,150

(LOSS) INCOME BEFORE INCOME TAX		(565,753	)		6,665,629			(837,257	)		6,688,078
Income tax expense		-			(3,113	)		(1,406	)		(3,626	)
NET (LOSS) INCOME		(565,753	)		6,662,516			(838,663	)		6,684,452
Net loss attributable to noncontrolling interest		3,150			4,802			10,543			13,955

NET (LOSS) INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.		(562,603	)		6,667,318			(828,120	)		6,698,407
Other comprehensive loss:
- Foreign currency translation loss		(10,006	)		(142,626	)		(62,139	)		(131,789	)
COMPREHENSIVE (LOSS) INCOME	$	(572,609	)	$	6,524,692		$	(890,259	)	$	6,566,618

NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED	$	(0.07	)	$	0.86		$	(0.11	)	$	0.85

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		7,575,813			7,730,758			7,575,813			7,839,649

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, 2024 AND 2023

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

(Unaudited)

	Number of Shares		Amount		Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Controlling Interests			Stockholders’ Equity
	Three months ended June 30, 2024 (Unaudited)
	Common Stock				Additional			Accumulated Other						Non-			Total
	Number of Shares		Amount		Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Controlling Interests			Stockholders’ Equity
Balance as of March 31, 2024 (Unaudited)		7,575,813	$	7,576	$	42,897,029		$	(362,302	)	$	(36,814,612	)	$	283,905		$	6,011,596
Acquisition of noncontrolling interest’s shares in a subsidiary		-		-		(147,198	)		-			-			(243,380	)		(390,578	)
Foreign currency translation		-		-		-			(10,006	)		-			-			(10,006	)
Net loss		-		-		-			-			(562,603	)		(3,150	)		(565,753	)
Balance as of June 30, 2024 (Unaudited)		7,575,813	$	7,576	$	42,749,831		$	(372,308	)	$	(37,377,215	)	$	37,375		$	5,045,259

	Six months ended June 30, 2024 (Unaudited)
	Common Stock				Additional			Accumulated Other						Non-			Total
	Number of Shares		Amount		Paid-in Capital			Comprehensive Loss			Accumulated Deficit			Controlling Interests			Stockholders’ Equity
Balance as of December 31, 2023		7,575,813	$	7,576	$	42,897,029		$	(310,169	)	$	(36,549,095	)	$	291,298		$	6,336,639
Acquisition of noncontrolling interest’s shares in a subsidiary		-		-		(147,198	)		-			-			(243,380	)		(390,578	)
Foreign currency translation		-		-		-			(62,139	)		-			-			(62,139	)
Net loss		-		-		-			-			(828,120	)		(10,543	)		(838,663	)
Balance as of June 30, 2024 (Unaudited)		7,575,813	$	7,576	$	42,749,831		$	(372,308	)	$	(37,377,215	)	$	37,375		$	5,045,259

	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 Interests			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 Interests		Stockholders’ Equity
Balance as of December 31, 2022		7,875,813	$	7,876	$	50,102,729	$	(224,891	)	$	(37,622,680	)	$	315,184	$	12,578,218
Balance		7,875,813	$

SEC Form 10-Q filed by Greenpro Capital Corp.