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 September 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 November 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 - September 30, 2024 (Unaudited) and December 31, 2023	3

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

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

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

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

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33

ITEM 4.	CONTROLS AND PROCEDURES	33

PART II	OTHER INFORMATION	34

ITEM 1	LEGAL PROCEEDINGS	34

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	34

ITEM 4	MINE SAFETY DISCLOSURES	34

ITEM 5	OTHER INFORMATION	34

ITEM 6	EXHIBITS	34

SIGNATURES		35

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

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

	September 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents (including $79,796 and $166,481 of time deposits as of September 30, 2024 and December 31, 2023, respectively)	$	1,027,513		$	2,223,197
Accounts receivable, net of allowance for credit losses of $225,400 and $610,599 as of September 30, 2024 and December 31, 2023, respectively		70,220			44,938
Prepaids and other current assets		436,792			627,315
Due from related parties		936,761			750,860
Deferred cost of revenue		29,337			16,291
Total current assets		2,500,623			3,662,601

Property and equipment, net		2,346,307			2,413,538
Real estate investments:
Real estate held for sale		980,402			1,659,207
Real estate held for investment, net		652,128			598,748
Intangible assets, net		777			1,181
Goodwill		88,596			82,561
Other investments (including $99,598 and $100,106 of investments in related parties as of September 30, 2024 and December 31, 2023, respectively)		99,598			100,106
Operating lease right-of-use assets, net		44,082			114,551
Finance lease right-of-use asset, net		23,577			25,527
TOTAL ASSETS	$	6,736,090		$	8,658,020

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	576,466		$	724,796
Due to related parties		64,401			389,274
Income tax payable		-			292
Operating lease liabilities, current portion		44,082			94,726
Finance lease liabilities, current portion		4,012			3,426
Deferred revenue (including $157,500 from related parties as of December 31, 2023)		1,169,265			1,075,404
Total current liabilities		1,858,226			2,287,918

Operating lease liabilities, non-current portion		-			19,825
Finance lease liabilities, non-current portion		12,139			13,638
Total liabilities		1,870,365			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 September 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		(221,522	)		(310,169	)
Accumulated deficit		(37,707,535	)		(36,549,095	)
Total Greenpro Capital Corp. stockholders’ equity		4,828,350			6,045,341
Non-controlling interests in consolidated subsidiaries		37,375			291,298

Total stockholders’ equity		4,865,725			6,336,639

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,736,090		$	8,658,020

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 NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

(Unaudited)

	2024			2023			2024			2023
	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023

REVENUES:
Service revenue (including $108,485 and $648,377 of service revenue from related parties for the three months ended September 30, 2024, and 2023, respectively, and $347,570 and $1,232,526 of service revenue from related parties for the nine months ended September 30, 2024, and 2023, respectively)	$	521,765		$	1,043,360		$	1,498,187		$	2,239,354
Rental revenue		17,934			27,612			61,085			70,238
Total revenue		539,699			1,070,972			1,559,272			2,309,592

COST OF REVENUES:
Cost of service revenue (including $534 and $23,280 of cost of revenue to related party for the three months ended September 30, 2024 and 2023, respectively, and $4,586 and $23,280 of cost of revenue to related party for the nine months ended September 30, 2024 and 2023, respectively)		(138,404	)		(219,865	)		(249,112	)		(374,048	)
Cost of rental revenue		(6,235	)		(9,629	)		(19,125	)		(28,315	)
Total cost of revenues		(144,639	)		(229,494	)		(268,237	)		(402,363	)

GROSS PROFIT		395,060			841,478			1,291,035			1,907,229

OPERATING EXPENSES:
General and administrative (including $39,365 and $13,687 of general and administrative expenses to related parties for the three months ended September 30, 2024, and 2023, respectively, and $122,127 and $90,407 of general and administrative expenses to related parties for the nine months ended September 30, 2024 and 2023, respectively)		(868,333	)		(978,023	)		(2,839,641	)		(2,686,846	)

LOSS FROM OPERATIONS		(473,273	)		(136,545	)		(1,548,606	)		(779,617	)

OTHER INCOME:
Other income (including $9,699 and $3,425 of other income from related parties for the three months ended September 30, 2024, and 2023, respectively, and $35,565 and $10,158 of other income from related parties for the nine months ended September 30, 2024, and 2023, respectively)		11,630			9,953			40,101			37,207
Interest income (including $1,363 of interest income from related party for the three months ended September 30, 2024, and $3,707 of interest income from related party for nine months ended September 30, 2024)		3,979			8,853			16,828			30,859
Gain on disposal of investments (including $127,617 of related party investments for the three months ended September 30, 2024 and $324,917 of related party investments for the nine months ended September 30, 2024)		127,617			-			324,917			-
Fair value gains of derivative liabilities associated with warrants		-			-			-			1
Reversal of impairment of other investment (including reversal of impairment of $6,882,000 of related party investment for the nine months ended September 30, 2023)		-			-			-			6,882,000
Reversal of write-off notes receivable		-			-			-			400,000
Interest expense		(273	)		(318	)		(817	)		(429	)
Total other income		142,953			18,488			381,029			7,349,638

(LOSS) INCOME BEFORE INCOME TAX		(330,320	)		(118,057	)		(1,167,577	)		6,570,021
Income tax expense		-			(2,937	)		(1,406	)		(6,563	)
NET (LOSS) INCOME		(330,320	)		(120,994	)		(1,168,983	)		6,563,458
Net loss attributable to non-controlling interest		-			3,865			10,543			17,820

NET (LOSS) INCOME ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP.		(330,320	)		(117,129	)		(1,158,440	)		6,581,278
Other comprehensive income (loss):
- Foreign currency translation gain (loss)		150,786			(8,407	)		88,647			(140,196	)
COMPREHENSIVE (LOSS) INCOME	$	(179,534	)	$	(125,536	)	$	(1,069,793	)	$	6,441,082

NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED	$	(0.04	)	$	(0.02	)	$	(0.15	)	$	0.85

WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		7,575,813			7,575,813			7,575,813			7,764,032

See accompanying notes to the condensed consolidated financial statements.

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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 September 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 June 30, 2024 (Unaudited)		7,575,813	$	7,576	$	42,749,831	$	(372,308	)	$	(37,377,215	)	$	37,375	$	5,045,259
Foreign currency translation		-		-		-		150,786			-			-		150,786
Net loss		-		-		-		-			(330,320	)		-		(330,320	)
Balance as of September 30, 2024 (Unaudited)		7,575,813	$	7,576	$	42,749,831	$	(221,522	)	$	(37,707,535	)	$	37,375	$	4,865,725

	Nine months ended September 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		-		-		-			88,647			-			-			88,647
Net loss		-		-		-			-			(1,158,440	)		(10,543	)		(1,168,983	)
Balance as of September 30, 2024 (Unaudited)		7,575,813	$	7,576	$	42,749,831		$	(221,522	)	$	(37,707,535	)	$	37,375		$	4,865,725

	Three months ended September 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 June 30, 2023 (Unaudited)		7,575,813	$	7,576	$	42,897,029	$	(356,680	)	$	(30,924,273	)	$	301,229		$	11,924,881
Foreign currency translation		-		-		-		(8,407	)		-			-			(8,407	)
Net loss		-		-		-		-			(117,129	)		(3,865	)		(120,994	)
Balance as of September 30, 2023 (Unaudited)		7,575,813	$	7,576	$	42,897,029	$	(365,087	)	$	(31,041,402	)	$	297,364		$	11,795,480

Nine months ended September 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

SEC Form 10-Q filed by Greenpro Capital Corp.