UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For The Quarterly Period Ended September 30, 2016

 

or

 

[  ] 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 000-55602

 

Greenpro Capital Corp.

(Formerly known as Greenpro, Inc.)

(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.)

 

Suite 2201, 22/F., Malaysia Building,

50 Gloucester Road, Wanchai, Hong Kong

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (852) 3111 -7718

 

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 [X] 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[X] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] Smaller reporting company [X]

 

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

 

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

 

Class		Outstanding at November 11, 2016
Common Stock, $.0001 par value		52,221,255

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015 (audited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2016 (unaudited) and 2015	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 (unaudited) and 2015	5
	Notes to Condensed Consolidated Financial Statements	6 - 23
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
ITEM 1	LEGAL PROCEEDINGS	33
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	33
ITEM 4	MINE SAFETY DISCLOSURES	33
ITEM 5	OTHER INFORMATION	33
ITEM 6	EXHIBITS	33
SIGNATURES		35

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements.

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2016 AND DECEMBER 31, 2015

(Currency expressed in United States Dollars (“US$”))

 

		September 30, 2016				December 31, 2015
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	631,363			$	1,587,861
Accounts receivable			252,265				186,162
Inventory – finished property			3,747,732				3,746,977
Amounts due from a related company			28,340				69,568
Prepayments and other receivables			96,290				233,402
Total current assets			4,755,990				5,823,970
Non-current assets:
Investment Property, net			1,014,323				1,030,009
Plant and equipment, net			42,780				48,471
Cash surrender value of life insurance, net			55,188				36,832
Investments in unconsolidated entities			60,613				62,773
Intangible assets, net			503,673				663,995
Goodwill			1,472,729				1,402,316
Total non-current assets			3,149,306				3,244,396
TOTAL ASSETS		$	7,905,296			$	9,068,366
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	151,767			$	433,350
Deferred revenue			-				174,547
Amounts due to related parties			1,444,022				2,101,715
Amounts due to directors			59,429				180,793
Current portion of long-term bank loans			14,461				13,610
Income tax payable			41,771				7,988
Total current liabilities			1,711,450				2,912,003
Non-current liabilities
Long-term bank loans			606,189				592,318
Total liabilities			2,317,639				3,504,321
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no share issued and outstanding			-				-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 52,221,255 and 51,963,755 shares issued and outstanding at September 30, 2016 and December 31, 2015 respectively			5,222				5,196
Additional paid in capital			6,327,269				5,915,294
Accumulated other comprehensive income/(Loss)			53,654				74,503
Accumulated deficit			(937,894	)			(567,931	)
Total Greenpro Capital Corp. stockholders’ equity			5,448,251				5,427,062
Non-controlling interest			139,406				136,983
Total stockholders’ equity			5,587,657				5,564,045
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	7,905,296			$	9,068,366

 

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, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

		Three months ended September 30,								Nine months ended September 30,
		2016				2015				2016				2015
REVENUES, NET
- Rental income		$	25,837			$	11,207			$	69,963			$	31,345
- Sale of properties			-				628,757				-				628,757
- Service income
Related parties			11,228				171,563				167,676				176,586
Third parties			498,651				33,399				1,502,987				916,192
Total revenues			535,716				844,926				1,740,626				1,752,880
COST OF REVENUES
- Cost of rental			(10,507	)			14,045				(37,221	)			(5,783	)
- Cost of properties			-				(470,769	)			-				(470,769	)
- Cost of service
Third parties			(239,751	)			(75,252	)			(741,966	)			(388,619	)
Total cost of revenues			(250,258	)			(531,976	)			(779,187	)			(865,171	)
GROSS PROFIT			285,458				312,950				961,439				887,709
OPERATING EXPENSES:
General and administrative			(379,291	)			(302,790	)			(1,237,058	)			(802,356	)
PROFIT(LOSS) FROM OPERATIONS			(93,833	)			10,160				(275,619	)			85,353
OTHER EXPENSES:
Interest expense			(13,668	)			(54,389	)			(59,354	)			(71,696	)
Shares of loss on investments in unconsolidated entities			-				(36,377	)			-				(36,377	)
LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTEREST			(107,501	)			(80,606	)			(334,973	)			(22,720	)
Income tax expense			(17,928	)			(19,391	)			(32,674	)			(19,391	)
NET LOSS BEFORE NON-CONTROLLING INTEREST			(125,429	)			(99,997	)			(367,647	)			(42,111	)
Less: Net loss attributable to non-controlling interest			(1,883	)			(47,337	)			(2,318	)			(39,252	)
NET LOSS ATTRIBUTED TO GREENPRO CAPITAL CORP. COMMON STOCKHOLDERS			(127,312	)			(147,334	)			(369,965	)			(81,363	)
Other comprehensive loss:
- Foreign currency translation (loss) income			(11,834	)			(97,210	)			20,849				(107,842	)
COMPREHENSIVE INCOME(LOSS)		$	(139,146	)		$	(244,544	)		$	(349,116	)		$	(189,205	)
NET LOSS PER SHARE, BASIC AND DILUTED		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			52,221,255				29,314,376				52,088,746				24,745,235

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

		Nine months ended September 30,
		2016				2015
Cash flows from operating activities:
Net loss		$	(367,647	)		$	(42,111	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			124,308				32,064
Share of Gain / (loss) on investment in securities			(3,600	)			36,377
Increase / (decrease) in cash surrender value on life insurance			(18,356	)			30,727
Changes in operating assets and liabilities:
Accounts receivable			(66,050	)			(62,799	)
Properties held for sale			-				(4,515,721	)
Prepayment & Other receivables			140,329				365,539
Inventory – finished property			(755	)			-
Accounts payable and accrued liabilities			34,250				622,574
Receipt in advance			(50,332	)			-
Deferred Revenue			(174,546	)			-
Other payable			(265,683	)			-
Income tax payable			33,814				19,391
Net cash used in operating activities			(614,268	)			(3,513,959	)
Cash flows from investing activities:
Purchase of property, plant and equipment			(15,484	)			(18,945	)
Purchase of intangible assets			(600	)			(819	)
Refund (Payment) for life insurance premium			-				(49,820	)
Cash proceeds from acquisition of subsidiaries			-				24,735
Withdrawal of shares subscribed of associates			2,160				-
Investments in unconsolidated entities			-				(59,113	)
Net cash used in investing activities			(13,924	)			(103,962	)
Cash flows from financing activities:
Proceeds from share issuance			412,000				2,060,000
Proceeds from non-controlling interest			106				516
Repayments to related parties			(652,703	)			-
Advances from related parties			41,736				1,708,125
Repayments to directors			(125,149	)			(61,334	)
Repayment of bank borrowings			(10,157	)			(10,618	)
Net cash (used in) provided by financing activities			(334,167	)			3,696,689
Effect of exchange rate changes in cash and cash equivalents			5861				(43,379	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			(956,498	)			35,389
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			1,587,861				623,370
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	631,363			$	658,759
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income tax		$	-			$	-
Cash paid for interest		$	59,354			$	71,696

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although Greenpro Capital Corp (“the Company” or “GRNQ”) believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the financial information for the interim periods reported have been made. Results of operations for the nine months ended September 30, 2016, are not necessarily indicative of the results for the year ending December 31, 2016, or any period thereafter. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on March 30, 2016.

 

NOTE 2 – GOING CONCERN UNCERTAINTIES

 

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of September 30, 2016, the Company has an accumulated deficit of $937,894 and incurred a net loss of 367,647 for the nine months ended September 30, 2016. The continuation of the Company as a going concern through December 31, 2016 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

NOTE 3 – ORGANIZATION AND BUSINESS BACKGROUND

 

Greenpro, Inc. (the “Company” or “GRNQ”) was incorporated on July 19, 2013, in the state of Nevada. On May 6, 2015, the Company changed its name to Greenpro Capital Corp. The Company currently operates and provides a wide range of business solution services varying from cloud system resolution, financial consulting service and corporate accounting services to small and mid-size businesses located in Asia, with an initial focus in Hong Kong, China, and Malaysia. The Company’s comprehensive range of services cover cloud accounting solutions, cross-border business solutions, record management services, and accounting outsourcing services.

 

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 is focused on establishing a business incubator for start-up and high growth companies to support them during their critical growth periods and investing in select start-up and high growth companies. Our venture capital business is focused on companies located in East Asia and Southeast Asia including Hong Kong, Malaysia, China, Thailand, and Singapore. Another one of our venture capital business segments is focused on rental activities of commercial properties and the sale of investment properties.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

Greenpro Capital Pty Ltd was formed on May 11, 2016 with 50% held by Greenpro Holding Limited (“GPHL”), one of our subsidiaries, and 50% held by Mohammad Reza Masoumi Al Agha.

 

On May 23, 2016, GPHL acquired 400 shares of Greenpro Wealthon Sdn Bhd. from Mr. Lee Chong Kuang with MYR 1 (approximately US$0.25). On June 7, 2016, GPHL acquired an additional 200 shares of Greenpro Wealthon Sdn. Bhd. for MYR120,000 (approximately US$30,000), resulting in an aggregate of 60% of Greenpro Wealthon Sdn. Bhd. The remaining 40% of Greenpro Wealthon Sdn. Bhd. is held by Mr. Yiap Soon Keong.

 

We expect the foregoing subsidiaries to provide corporate advisory such as strategic planning, cross-border business solution and advisory, transaction services in different regions.

 

Greenpro Synergy Network Ltd (“GSN”) was incorporated in Hong Kong on March 2, 2016, as a variable interest entity (“VIE”) that is subject to consolidation with the Company. GSN’s principal activities are to hold certain insurance policies of the company. Loke Che Chan, Gilbert and Lee Chong Kuang are the sole shareholders of GSN.

 

The Company controls GSN through a series of contractual arrangements (the “VIE Agreements”) between GPHL and GSN. The VIE agreements include (i) Exclusive Business Cooperation Agreement, (ii) Loan Agreement, (iii) Share Pledge Agreement (iv) Power of Attorney and (v) Exclusive Option Agreement with the shareholder of GSN.

 

Set forth below is a more detailed description of each of the VIE agreement.

 

Exclusive Business Cooperation Agreement: Pursuant to the Exclusive Business Cooperation Agreement, GPHL serves as the exclusive provider of technical support, consulting services and management services to GSN. In consideration of such services, GSN has agreed to pay a service fee to GPHL, which is based on the time of services rendered multiplied by the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of GPHL. The Agreement has a term of 10 years but maybe extended by GPHL in its discretion.

 

Loan Agreement: Pursuant to the Loan Agreement, GPHL granted interest-free loans to the shareholders of the GSN for the sole purpose of increasing the registered capital of the GSN. These loans are eliminated with the capital of GSN during consolidation.

 

Share Pledge Agreement: Pursuant to the Share Pledge Agreement, the shareholders of GSN pledged to GPHL a first security interest in all of their equity interests in GSN to secure GSN’s timely and complete payment and performance of its obligations under the Exclusive Business Cooperation Agreement. During the term of the Share Pledge Agreement, the pledgors agreed, among other things, not to transfer, place or permit the existence of any security interest or other encumbrance on their interest in GSN without the prior written consent of GPHL. The pledge shall remain in effect until 10 years after the obligations under the principal agreement will have been fulfilled. However, upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement and upon the termination of GSN’s obligations under the Exclusive Business Cooperation Agreement, the Share Pledge Agreement shall be terminated and GPHL shall terminate this agreement as soon as reasonably practicable.

 

Power of Attorney: Pursuant to a Power of Attorney, each of Messrs. Lee and Loke, as the sole shareholders of GSN, granted to the GPHL the right to (i) attend shareholder’s meetings of GSN (ii) exercise all shareholder rights (including voting rights) with respect to such equity interests in GSN and (iii) designate and appoint on behalf of such shareholders the legal representative, directors, supervisors, and other senior management members of GSN. Each Power of Attorney is irrevocable and is continuously valid from the date of execution of such Power of Attorney, so long as such persons remain shareholders of GSN.

 

Exclusive Option Agreement: Pursuant to the Exclusive Option Agreement, the shareholders of GSN granted to the GPHL an irrevocable and exclusive right and option to purchase all of their equity interests in GSN. The purchase price shall be equal to the capital paid in by the shareholders, adjusted pro rata for the purchase of less than all of the equity interests. The Agreement is effective for a term of 10 years, and may be renewed at GPHL’s election.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

●	Basis of presentation

 

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

●	Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries and its VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation. The Company records income attributable to non-controlling interest in the condensed consolidated statements of operations for any non-owned portion of consolidated subsidiaries. Non-controlling interest is recorded within the equity section but separate from GRNQ’s equity in the condensed consolidated balance sheets.

 

●	Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates. The following are some of the areas requiring significant judgments and estimates: determinations of the useful lives of assets, estimates of allowances for doubtful accounts, cash flow and valuation assumptions in performing asset impairment tests of long-lived assets.

 

●	Inventory – finished property

 

Inventory – finished property represents a multi-unit property developed for resale on a unit by unit basis. Inventory is stated at cost unless the inventory is determined to be impaired in which case the impaired inventory is written down to fair value. The cost of inventory – finished property includes the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Project wide costs such as land acquisition and certain development costs are allocated to the specific units based upon their relative fair value before construction. All property is finished and ready for sale.

 

●	Investment Property

 

Investment Property is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:’

 

Categories		Expected useful life		Residual value
Leasehold land and buildings		50 years			-
Furniture and fixtures		3 - 10 years			5	%
Office equipment		3 - 10 years			5% - 10	%
Leasehold improvement		Over the shorter of estimated useful life or term of lease			-

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

The cost of leasehold land and buildings includes the purchase price of property, legal fees, and other acquisition costs.

 

Depreciation expense, classified as cost of rental, for the nine months ended September 30, 2016 and 2015 were $22,285 and $23,576, respectively.

 

●	Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

Categories		Expected useful life		Residual value
Furniture and fixtures		3 - 10 years			5	%
Office equipment		3 - 10 years			5% - 10	%
Leasehold improvement		Over the shorter of estimated useful life or term of lease			-

 

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

 

Depreciation expense, classified as operating expenses, for the nine months ended September 30, 2016 and 2015 were $11,513 and $8,183, respectively.

 

●	Intangible assets

 

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trade marks registered in Hong Kong, the PRC, and Malaysia, which are amortized on a straight-line basis over a useful life of ten years. Intangible assets acquired in business combinations are provisionally considered customer lists amortized on a straight-line basis over a useful life of five years.

 

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were no impairment losses recorded on intangible assets for the nine months ended September 30, 2016 and 2015.

 

On July 31, 2015, the Company entered into various Sale and Purchase Agreements with Falcon Corporate Services Limited(Formerly known as Ace Corporate Services Limited), Falcon Secretaries Limited, Shenzhen Falcon Financial Consulting Limited and Yabez (Hong Kong) Company Limited and the acquisition are closed on September 30, 2015.

 

On May 3, 2016, the Company completed the analysis to determine the fair value of customer relationships as of the acquisition date and adjusted the cost and accumulative amortization of customer relationships. The cost of customer relationships was determined at $624,500 as of the acquisition data with a corresponding increase to Goodwill. The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the customer relationships, the multi- period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship. And the adjusted amortization reflected in the current-period income statement that would have been recognized the adjustment to provisional amounts in previous period is amount of $3,521.

 

Amortization expense for the nine months ended September 30, 2016 and 2015 were $90,509 and $305, respectively.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

●	Cash value of life insurance

 

The cash value of life insurance relates to the Company-owned life insurance policies on the general manager and executive corporate advisor of the Company, which is stated at the cash surrender value of the contract.

 

●	Variable Interest Entity

 

A variable interest entity (“VIE”) is a legal entity that possess any of the following characteristics: an insufficient amount of equity at risk to finance its activities, equity owners who do not have the power to direct the significant activities of the entity (or have voting rights that are disproportionate to their ownership interest), or equity owners who do not have the obligations to absorb expected loss or the right to receive the expected residual returns of entity.

 

In accordance to ASC Topic 810 “Consolidation”, the Company it required to include in its consolidated financial statements, the financial statement of its VIE. ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual agreements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.

 

Through the VIE agreement disclosed in Note 3, the Company is deemed the primary beneficiary of GSN. According, the result of GSN has been included in the accompanying consolidated financial statements.

 

●	Investments in unconsolidated entities

 

Under the equity method of accounting, investments in unconsolidated entities are initially recognized in the consolidated balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses of the entity, distributions received, contributions and certain other adjustments, as appropriate. The Company’s share of the income or loss of the unconsolidated entity is reflected in the consolidated statements of operations and will increase or decrease, as applicable, the carrying value of the Company’s investments in unconsolidated entities on the consolidated balance sheet.

 

When the investment cost in an unconsolidated entity is reduced to zero, the Company records no further losses in its consolidated statements of operations unless the Company has an outstanding guarantee obligation or has committed additional funding to the entity. When such entity subsequently reports income, the Company will not record its share of such income until it exceeds the amount of the Company’s share of losses not previously recognized.

 

●	Comprehensive income

 

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income consists of cumulative foreign currency translation adjustments.

 

●	Revenue recognition

 

The Company recognizes its revenue in accordance with ASC Topic 605, “Revenue Recognition”, upon the delivery of its products when: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

 

(a)	Rental income

 

Revenue from rental of leasehold land and buildings are recognized on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased assets.

 

The Company leases its commercial office premises in Malaysia and Hong Kong under various non-cancelable operating leases with terms of two to three years and renewal options. For the nine months ended September 30, 2016, the Company has recorded $69,963 in rental revenue, based upon its annual rental over the life of the lease under operating lease, using straight-line method.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

(b)	Service income

 

Revenue from the provision of (i) business consulting and advisory services and (ii) company secretarial, accounting and financial review services are recognized when there is (i) an existence of contract or an arrangement (ii) services are rendered, (iii) the service price is fixed or determinable, and (iv) collectability is reasonable assured.

 

(c)	Sale of properties

 

Revenue from the sale of properties is recognized at the time each unit is delivered and title and possession are transferred to the buyer. Specifically, the Company utilizes the full accrual method where recognition occurs when (i) the collectability of the sales price is reasonably assured, (ii) the seller is not obligated to perform significant activities after the sale, (iii) the initial investment from the buyer is sufficient, and (iv) the Company recognizes revenue when it satisfies a performance obligation by transferring control of a promised property to a customer.

 

Revenue on sales of properties may be deferred in whole or in part until the requirements for revenue recognition have been met.

 

●	Cost of revenues

 

Cost of revenue on rental shown on the accompanying statements of operations include costs associated with government rent and rates, repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fee and utility expenses are paid directly by tenants.

 

Costs of revenue on provision of services primarily consist of employee compensation and related payroll benefits, company formation cost and other professional fees directly attributable to cost in related to the services rendered.

 

Cost of revenues on sale of properties primary consist of the purchase price of property, legal fees, improvement costs to the building structure, and other acquisition costs. Selling and advertising costs are expensed as incurred.

 

●	Non-controlling interest

 

Non-controlling interest represents the capital contribution, income and loss attributable to the shareholders of less than wholly-owned and consolidated entities.

 

●	Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

The Company conducts major businesses in Hong Kong, Malaysia and China and is subject to tax in its own jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

●	Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and record in a local currency, Malaysian Ringgit (“MYR”), Renminbi (“RMB”), Australian Dollar (“AUD”) and Hong Kong Dollars (“HK$”), which is also the respective functional currencies for each subsidiary as they are the primary currency of the economic environment in which each subsidiary operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, 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 foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of 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,
		2016				2015
Period-end MYR : US$1 exchange rate			4.12				4.47
Period-average MYR : US$1 exchange rate			4.17				3.27
Period-end RMB : US$1 exchange rate			6.67				6.16
Period-average RMB : US$1 exchange rate			6.52				6.14
Period-end AUD : US$1 exchange rate			1.30				-
Period-average AUD : US$1 exchange rate			1.35				-
Period-end / average HK$ : US$1 exchange rate			7.75				7.75

 

●	Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

●	Segment reporting

 

ASC Topic 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 geographical areas, business segments and major customers in financial statements. The Company operates in three reportable operating segments in Hong Kong, China, and Malaysia.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

●	Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, accounts payable, receipts in advance, loan from shareholders, amounts due to directors, amount due to related companies, amount due to non-controlling interest party, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

The Company follows the guidance of the ASC Topic 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

 

As of September 30, 2016, there is no any financial instrument required to be measured at fair value.

 

●	Recent accounting pronouncements

 

In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. This guidance is effective for us for the period ended September 30, 2016.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses eight specific cash flow issues with the objective of reducing diversity in practice. The issues identified within the ASU include: debt prepayments or extinguishment costs; contingent consideration made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identified cash flows and application of the predominance principle. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for annual and interim reporting periods. The adoption of this guidance is not expected to have a material effect on our statement of cash flows.

 

NOTE 5 – BUSINESS COMBINATIONS

 

On September 30, 2015, GRNQ completed the business purchase of 100% equity interest and assets of Falcon Secretaries Limited, Ace Corporate Services Limited, and Shenzhen Falcon Financial Consulting Limited (Collectively known as “F&A”). On the same day, GRNQ completed the business purchase of 60% equity interest and assets of Yabez (Hong Kong) Company Limited (“Yabez”).

 

As of the acquisition date, the allocations of the purchase price are stated as follows:

 

		F&A				Yabez				Total
Plant and equipment		$	1,270			$	3,026			$	4,296
Accounts receivable			103,578				39,435				143,013
Prepayments, deposits and other receivables			5,467				6,479				11,946
Cash and cash equivalents			21,520				29,050				50,570
Accounts payable and accrued liabilities			(129,039	)			(39,627	)			(168,666	)
Intangible assets			449,500				175,000				624,000
Goodwill			1,211,864				260,865				1,472,729
Fair values of F&A and Yabez respectively		$	1,664,160			$	474,228			$	2,138,388
Non-controlling interest			-				(85,291	)			(85,291	)
Total purchase considerations*		$	1,664,160			$	388,937			$	2,053,097

 

*Total purchase considerations were consisted of 2,080,200 and 486,171 shares of GRNQ common stock, which is priced at $0.80 per share, for F&A and Yabez respectively.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

NOTE 6 – INVESTMENT PROPERTY

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Leasehold land and buildings for rental purpose		$	1,044,213			$	1,044,213
Furniture and fixtures			64,919				62,151
Office equipment			11,966				8,514
Leasehold improvement			88,184				84,907
			1,209,282				1,199,785
Less: Accumulated depreciation			(194,959	)			(169,776	)
Total		$	1,014,323			$	1,030,009

 

Depreciation expense, classify as cost of rental, was $22,285 and $23,576 for the nine months ended September 30, 2016 and 2015 respectively.

 

NOTE 7 – PLANT AND EQUIPMENT

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Furniture and fixtures		$	26,986			$	33,028
Office equipment			31,028				26,096
Leasehold improvement			13,992				12,074
			72,006				71,198
Less: Accumulated depreciation			(29,226	)			(22,727	)
Total		$	42,780			$	48,471

 

Depreciation expense, classify as operating expenses, was $11,513 and $8,183 for the nine months ended September 30, 2016 and 2015 respectively.

 

NOTE 8 – CASH SURRENDER VALUE OF LIFE INSURANCE

 

On September 9, 2013, the Company purchased insurance on the life of the General Manager of the Company. As beneficiary, the Company receives the cash surrender value if the policy is terminated and, upon death of the insured, receives all benefits payable. Net cash surrender value of this life insurance is presented in the accompanying financial statement, net of surrender charge.

 

On May 15, 2015, the Company purchased additional insurance on the life of an Executive Corporate Advisor of the Company. As beneficiary, the Company receives the cash surrender value if the policy is terminated and, upon death of the insured, receives all benefits payable. The cash surrender value of this life insurance is pledged as collateral against HK$902,663 (approximately $116,473) credit facility with Hang Seng Bank Limited. Cash value of this life insurance is presented in the accompanying financial statement, net of the policy loan. The loan carries interest at an effective rate of 1.75% per annum over 1-month Hong Kong Interbank Offered Rate (“HIBOR”), payable with one lump sum on maturity in June 2017, which are secured by the cash value of the life insurance policy and personally guaranteed by Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert, the directors of the Company. On June 16, 2016, this additional insurance has been transferred to GSN. GSN entered a series of VIE agreements and have been included in the accompanying consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

A summary of net cash surrender value of life insurance as of September 30, 2016 and December 31, 2015 are reported respectively as below:

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Cash surrender value of life insurance		$	171,661			$	153,305
Less: policy loan balance outstanding			(116,473	)			(116,473	)
Cash surrender value of life insurance, net		$	55,188			$	36,832

 

NOTE 9 – VARIABLE INTEREST ENTITY

 

The following financial statement amounts and balance of GSN have been included in the accompanying consolidated financial statements.

 

		As of September 30, 2016
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	1,247
Cash surrender value of life insurance, net			24,629
TOTAL ASSETS		$	25,876
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILTIES
Current liabilities:
Amount due to fellow subsidiary		$	3,045
TOTAL LIABILITIES		$	3,045
STOCKHOLDER’S EQUITY
Stockholder’s Equity
Registered Capital		$	23,388
Loss for the year			(557	)
TOTAL EQUITY		$	22,831

 

		For Nine months ended September 30, 2016
		(unaudited)
Revenue		$	-
Expenses			(557	)
Net loss		$	(557	)

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

		For Nine months ended September 30, 2016
		(unaudited)
Net cash used in operating activities		$	(1,798	)
Net cash used in investing activities			(23,388	)
Net cash provided by financing activities			26,433
Effect of exchange rate changes on cash			-
Net increase in cash		$	1,247

 

NOTE 10 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

 

As of September 30, 2016, the Company invested in three different unconsolidated entities through Greenpro Venture Capital Limited, which the Company’s ownership ranges from 20% to 30%, and are accounted for under the equity method of accounting, with initial investment amount of $10,500. The Company recognized its share of loss on investments in unconsolidated entities of $1,500.

 

For the period ended September 30, 2016, the Company mutually agreed with Lepora Holdings Corporation and CGN Nanotech Inc. regarding the withdrawal of shares subscribed, and to release each other from any and all claims and/or obligations arising under the Subscription Agreement. The reason of withdrawal was due to divergence of business visions and plans. Since April 1, 2016, the Company has not owned any shares of Lepora Holdings Corporation and CGN Nanotech Inc.

 

As of September 30, 2016, the Company invested in Greenpro Trust Limited with initial investment amount of $51,613. Greenpro Trust Limited is a company incorporated in Hong Kong with 3,400,000 ordinary shares authorized, issued and outstanding at a par value of HK$1 (approximately $0.129). Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert are the common directors of Greenpro Trust Limited and the Company.

 

Entity		Type of business		Ownership interest
Rito Grouo Corp.		Providing an online platform for merchants and customers for facilitate transactions			29.55	%
DSwiss Inc.		Retailing in slimming and beauty products			29.50	%
NPQ Holdings Limited		Provision of business solutions – Enterprise Mobile Apps and Mobile Point-Of-Sale (POS) of Restaurants			19.28	%
Greenpro Trust Limited, related company		Provision of trustee services			11.80	%

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

Combined summarized financial information for all the unconsolidated entities are as follows:

 

		As of September 30, 2016
		(unaudited)
Total assets		$	1,493,527
Total liabilities		$	1,766,547
Total equity		$	(273,020	)

 

		For the nine months ended September 30, 2016
		(unaudited)
Revenue		$	43,342
Expenses			(681,902	)
Net loss for the period		$	(638,560	)

 

NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities consist of:

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Accounts payable		$	34,417			$	-
Receipts in advance			7,663				55,187
Other payables and accrued liabilities			109,687				378,163
Total		$	151,767			$	433,350

 

NOTE 12 – AMOUNTS DUE FROM RELATED COMPANIES

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Amount due from related companies		$	28,340			$	69,568
Total		$	28,340			$	69,568

 

NOTE 13 – AMOUNTS DUE TO RELATED PARTIES

 

		As of September 30, 2016				As of December 31, 2015
		(unaudited)
Amounts due to shareholders		$	2,474			$	505,327
Amount due to non-controlling interest party			1,441,548				1,596,388
Total		$	1,444,022			$	2,101,715

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

As of September 30, 2016, the non-controlling interest party of Forward Win International Limited advanced $1,441,548 to the Company, which is unsecured, bears no interest and payable upon demand, for the purchase of real properties for trading purpose.

 

NOTE 14– AMOUNTS DUE TO DIRECTORS

 

As of September 30, 2016, the directors of the Company advanced collectively $59,429 to the Company, which is unsecured, bears no interest and is payable upon demand, for working capital purpose. Imputed interest is considered insignificant.

 

NOTE 15 – BANK LOANS

 

		2016				2015
		(unaudited)
Bank loans from financial institutions in Malaysia
Standard Chartered Saadiq Berhad		$	369,555			$	361,596
United Overseas Bank (Malaysia) Berhad			251,095				244,332
			620,650				605,928
Less: current portion			(14,461	)			(13,610	)
Bank loan, net of current portion		$	606,189			$	592,318

 

In May 2013, the Company obtained a loan in the principal amount of MYR1,629,744 (approximately $495,170) from Standard Chartered Saadiq Berhad, a financial institution in Malaysia to finance the acquisition of leasehold office units at Skypark One City, Selangor in Kulua Lumpur, Malaysia which bears interest at the base lending rate less 2.1% per annum with 300 monthly installments of MYR9,287 (approximately $2,840) each and will mature in May 2038. The mortgage loan is secured by (i) the first legal charge over the property, (ii) personally guaranteed by Mr. Lee Chong Kuang and Mr. Loke Che Chan Gilbert, the directors of the Company, and (iii) corporate guaranteed by a related company which controlled by the directors of the Company.

 

In August 2013, the Company, through Mr. Lee Chong Kuang, the director of the Company, obtained a loan in the principal amount of MYR1,074,696 (approximately $326,530) from United Overseas Bank (Malaysia) Berhad, a financial institution in Malaysia to finance the acquisition of a leasehold office unit at Northpoint, Mid Valley City in Kulua Lumpur, Malaysia which bears interest at the base lending rate less 2.2% per annum with 360 monthly installments of MYR5,382 (approximately $1,645) each and will mature in August 2043. The mortgage loan is secured by the first legal charge over the property.

 

Maturities of the bank loans for each of the five years and thereafter following September 30, 2016 are as follows:

 

Year ending September 30:
2017		$	14,461
2018			15,156
2019			15,885
2020			16,573
2021			17,445
Thereafter			541,129
Total		$	620,649

 

For the nine months ended September 30, 2016 and 2015, the base lending rate is 6.81% and 6.85% per annum.

 

Effective July 26, 2016, the base lending rate is revised from 6.85% to 6.81% per annum.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

NOTE 16 – COMMON STOCK

 

On May 20, 2016, GRNQ entered into three Subscription Agreements with three investors relating to the private placement of a total of 257,500 shares of common stocks at a subscription price of $1.60 per share, for an aggregate gross proceeds of $412,000.

 

As of September 30, 2016, the company has 52,221,255 shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

NOTE 17 – RELATED PARTY TRANSACTIONS

 

		For the nine months ended September 30,
		2016				2015
Business consulting and advisory service income
- Related party A		$	131,079			$	174,547
- Related party B			446				-
- Related party C			357				-
- Related party D			-				2,039
- Related party E			34,106				-
- Related party F			1,688				-
		$	167,676			$	176,586

 

Related party A , B and C are under common control of Mr. Loke Che Chan, Gilbert, the director of the Company.

 

Related party D and E are under common control of Ms. Chen Yanhong, the director of GMC(SZ), a wholly-owned subsidiary of the Company.

 

Related party F is under common control of Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert, the directors of the Company.

 

NOTE 18 – SEGMENT INFORMATION

 

The Company operates three reportable business segments, as defined by ASC Topic 280:

 

●	Service business – provision of business solution services
●	Real estate business – leasing and trading of commercial real estate properties in Hong Kong and Malaysia
●	Corporate business – other than the above two-segments

 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 4). The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

(a)	By Categories

 

		For the three months ended September 30, 2016 (unaudited)
		Real estate business				Service business				Corporate business				Total
Revenues		$	25,837			$	509,879			$	-			$	535,716
Cost of revenues			(10,507	)			(239,751	)			-				(250,258	)
Gross income			15,330				270,128				-				285,458
Depreciation and amortization			-				3,746				(59,155	)			(55,409	)
Net profit (loss)			(16,124	)			(119,445	)			8,257				(127,312	)
Total assets			4,922,422				2,822,191				160,683				7,905,296
Expenditure for long-lived assets		$	9,382			$	6,094			$	600			$	16,076

 

		For the three months ended September 30, 2015 (unaudited)
		Real estate business				Service business				Corporate business				Total
Revenues		$	639,964			$	204,962			$	-			$	844,926
Cost of revenues			(456,724	)			(75,252	)			-				(531,976	)
Gross income			183,240				129,710				-				312,950
Depreciation and amortization			7,256				4,094				106				11,456
Net profit (loss)			65,998				(173,549	)			(39,783	)			(147,334	)
Total assets			5,526,778				2,289,560				239,954				8,056,292
Expenditure for long-lived assets		$	4,524,034			$	13,684			$	106,700			$	4,644,418

 

		For the nine months ended September 30, 2016 (unaudited)
		Real estate business				Service business				Corporate business				Total
Revenues		$	69,963			$	1,670,663			$	-			$	1,740,626
Cost of revenues			(37,221	)			(741,966	)			-				(779,187	)
Gross income			32,742				928,697				-				961,439
Depreciation and amortization			-				11,513				-				11,513
Net profit (loss)			14,286				(321,158	)			(34,521	)			(369,965	)
Total assets			4,922,422				2,822,191				160,683				7,905,296
Expenditure for long-lived assets		$	9,382			$	6,094			$	600			$	13,076

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

		For the nine months ended September 30, 2015 (unaudited)
		Real estate business				Service business				Corporate business				Total
Revenues		$	660,102			$	1,092,778			$	-			$	1,752,880
Cost of revenues			(476,552	)			(388,619	)			-				(865,171	)
Gross income			183,550				704,159				-				887,709
Depreciation and amortization			23,576				8,183				305				32,064
Net profit (loss)			34,431				(24,962	)			(90,832	)			(81,363	)
Total assets			5,526,778				2,289,560				239,954				8,056,292
Expenditure for long-lived assets		$	4,524,034			$	13,684			$	106,700			$	4,644,418

 

NOTE 19 – CONCENTRATIONS OF RISKS

 

(a) Major customers

 

For Service income:

 

For the nine months ended September 30, 2016, there were no customers who accounted for 10% or more of the Service income.

 

For the three months ended September 30, 2015, the customers who accounted for 10% or more of the Service income are presented as follows:

 

		For the three months ended September 30, 2015								As of September 30, 2015
		Revenues				Percentage of revenues				Trade accounts receivable
Customer B, Related Party			174,547				20	%
Customer D			190,323				22	%
Customer E			188,387				21	%
Total:		$	553,257				63	%		$	-

 

Customer B is under common control of Mr. Loke Che Chan, Gilbert, the director of the Company.

 

For the nine months ended September 30, 2016, the customers who accounted for 10% or more of the Service income are presented as follows:

 

		For the nine months ended September 30, 2016								As of September 30, 2016
		(unaudited)								(unaudited)
		Revenues				Percentage of revenues				Trade accounts receivable
Customer A		$	200,000				11	%			-
Total:		$	200,000				11	%		$	-

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

For the nine months ended September 30, 2015, the customers who accounted for 10% or more of the Service income are presented as follows:

 

		For the nine months ended September 30, 2015								As of September 30, 2015
		Revenues				Percentage of revenues				Trade accounts receivable
Customer C		$	245,000				14	%			-
Customer D			190,323				11	%			-
Customer E			188,387				11	%			-
Customer B, Related Party			174,547				10	%			-
Total:		$	798,257				46	%		$	-

 

For Sale of properties:

 

For the nine months ended September 30, 2016 and 2015, there was $0 and $628,757 revenue generated from sale of properties respectively.

 

(b)	Major vendors

 

For the nine months ended September 30, 2016 and 2015, there was no vendor who accounted for 10% or more of the Company’s cost of revenues with no accounts payable balance at year-end.

 

(c)	Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(d)	Interest rate risk

 

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s interest-rate risk arises from bank loans. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates.

 

(e)	Exchange rate risk

 

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in MYR and RMB and a significant portion of the assets and liabilities are denominated in MYR and RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$, MYR and RMB. If MYR and RMB depreciates against US$, the value of MYR and RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose it to substantial market risk.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(Currency expressed in United States Dollars (“US $”))

(Unaudited)

 

(f)	Economic and political risks

 

Substantially all of the Company’s services are conducted in Malaysia, the PRC and Asian region. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Malaysia. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia.

 

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

NOTE 20 – COMMITMENTS AND CONTINGENCIES

 

GRNQ leases an office premises in Hong Kong under a non-cancellable operating lease that expire on August 2016. The leases, which cover a term of two years, generally provide for renewal options at specified rental amounts. On July 2016, the Company renewed the lease agreement and the new expiry date is on August 2018.

 

The Company’s subsidiaries lease certain office premises in the PRC under a non-cancellable operating lease that expire in December 2017. The leases, which cover a term of two years, generally provide for renewal options at specified rental amounts.

 

The aggregate lease expense for the nine months ended September 30, 2016 and 2015 were $227,049 and $105,872 respectively.

 

As of September 30, 2016, the Company has future minimum rental payments of $226,429 for office premises due under a non-cancellable operating lease in the next twelve months.

 

NOTE 21 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2016 up through the date the Company issued the condensed consolidated financial statements with this Form 10-Q.

 

 

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, 2015 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 a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees 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 Prospectus dated September 8, 2014 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 with a fiscal year end of December 31. Our business and registered office is located at Suite 2201, 22/F., Malaysia Building 50 Gloucester Road, Wanchai, Hong Kong. Our website is at: http://www.greenprocapital.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q or our other filings with the Securities and Exchange Commission (“SEC”). Our common stock is quoted and traded in the over-the-counter market under the symbol “GRNQ.”

 

During the quarter ended September 30, 2016, we, together with our subsidiaries, operated in three business segments:

 

●	Service Business: the provision of business solution services such as cloud accounting solutions, cross-border business solutions, record management services to small and mid-size businesses located in Asia, with an initial focus on Hong Kong, Malaysia and China;
●	Real Estate Business: the leasing and trading of commercial real estate properties in Hong Kong and Malaysia; and
●	Corporate Business: venture capital business, ancillary support services and other activities not included in the foregoing.

 

Summary financial information regarding our three business segments as of September 30, 2016 and 2015 respectively, are set forth in Note 18 of our financial statements.

 

Service Business Segment: We currently provide a wide range of business solution services varying from cloud system solution, financial consulting services and corporate accounting services to small and medium-size businesses located in Asia, with an initial focus on Hong Kong, China and Malaysia. Our comprehensive range of services cover cloud accounting solutions, cross-border business solutions, record management services, and accounting outsourcing services. Our cross border business services include, among other services, tax planning, trust and wealth management, cross border listing advisory services and transaction services. We hope to develop a package solution of services (“Package Solution”) that will build a cloud solution into traditional accounting services. By using a Package Solution, we believe that we can assist our clients to reduce their business costs and improve their revenues.

 

Real Estate Business Segment: We are also engaged in the leasing and trading of commercial real estate properties in Hong Kong and Malaysia. We currently own the following investment commercial properties in Malaysia:

 

Location		Owner		Use
B-7-5, North Point Office Mid Valley City, No. 1, Medan Syed Putra Utara 59200 Kuala Lumpur, Malaysia		Greenpro Resources Sdn. Bhd.		Office Building
D-07-06 and D-07-07 Skypark @ One City Jalan USJ 25.1 47650 Subang Jaya, Selangor, Malaysia		Greenpro Resources Sdn. Bhd.		Generate Rental Income

 

 

Corporate Business Segment: We operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation. Our venture capital business is focused on establishing a business incubator for start-up and high growth companies to support them during their critical growth periods and investing in select start-up and high growth companies. We expect to target companies located in Asia and Southeast Asia including Hong Kong, Malaysia, China, Thailand, and Singapore. We also anticipate our venture capital business to also engage in the purchase, acquisition and rental of commercial properties in the same Asia and Southeast Asia region.

 

As of the date of this report, we have made investments into following companies:

 

Name		Shareholding				Business
Rito Group Corp. (Nevada, USA)			29.55	%		Providing an online platform for merchants and customers to facilitate transactions
Forward Win International Limited (Hong Kong)			60	%		Holding Hong Kong real estate for investment purpose
DSwiss, Inc. (Nevada, USA)			29.50	%		Retailing in slimming and beauty products
NPQ Holdings Limited (Nevada, USA)			19.28	%		Providing mobile Apps, restaurant management system and cloud ERP.

 

Effective April 1, 2016, we disposed of our security holdings in Lepora Holdings Corporation, which offered home products for improving air, water and home and health, and CGN Nanotech Inc., which traded and distributed nano-ceramic lighting products. At this time, we do not expect to acquire more than 30% of any single company.

 

To support our venture capital business, we partnered with QSC Asia Sdn. Bhd., an education and training company that arranges seminars and courses in Malaysia, to provide business and educational and support services. Specifically, we hope to arrange one or more seminars called the CEO & Business Owners Strategic Session (CBOSS) for business owners who are interested in the following:

 

	●	Developing the business globally
	●	Expanding business with increase capital funds
	●	Creating a sustainable SME business model
	●	Accelerating the growth of the business
	●	Increasing company cash flow significantly

 

The objective of the CBOSS seminar will be to educate the Chief Executive Officer or business owner on how to acquire “smart capital” and the considerations involved. We expect the seminar to include an introduction to the basic concepts of “smart capital,” “wealth and value creation,” recommendation and planning and similar topics. We believe that the seminar will synergistically support our venture capital business segment.

 

We expect to operate our venture capital related education and support services through our subsidiary Greenpro Global Advisory Sdn. Bhd., which was renamed Greenpro Capital Village Sdn. Bhd. on September 23, 2015. On October 1, 2015, QSC Asia Sdn. Bhd., an unaffiliated third party, acquired 49% of Greenpro Capital Village Sdn. Bhd. in consideration of $11,000 (RM 49,000) from Greenpro Financial Consulting Limited. Concurrently with such sale, Greenpro Financial Consulting Limited transferred 51% of Greenpro Capital Village Sdn. Bhd. to Greenpro Holding Limited, our subsidiary.

 

Name Change and Fiscal Year End Change

 

On May 6, 2015, Greenpro with approval of a majority of the Company’s shareholders, changed its name from Greenpro, Inc. to Greenpro Capital Corp. The board of directors believes that a change of the Company’s name to “Greenpro Capital Corp.” will facilitate the Company’s efforts to re-brand itself to develop and enhance its business.

 

 

Effective July 21, 2015, the Board of Directors of Greenpro approved a change in the Company’s fiscal year end from October 31 to December 31. The change is intended to improve comparability with industry peers.

 

Acquisitions and Reorganizations

 

On July 29, 2015, Greenpro acquired its related company, Greenpro Resources Limited which provides business consulting and advisory services and generates income through the subsidiaries of Greenpro Resources Limited. Greenpro Resources Sdn. Bhd, a wholly owned subsidiary of Greenpro Resources Limited, holds real estate in Malaysia as investment properties and generates rental income.

 

On September 30, 2015, Greenpro acquired 100% shareholding of A&G International Limited, Falcon Secretaries Limited, Ace Corporate Services Limited, Shenzhen Falcon Financial Consulting Limited and 60% shareholding of Yabez (Hong Kong) Company Limited. As a result of the acquisitions, we broadened the range of our services, including but not limited to company formation, advisory services and company secretarial services.

 

On September 30, 2015, Greenpro acquired its related company, Greenpro Venture Capital Limited which is an investment holding company and generates income through the subsidiaries of Greenpro Venture Capital Limited. Forward Win International Limited and Chief Billion Limited, the subsidiaries of Greenpro Venture Capital Limited, are engaged in investing and trading real estate in Hong Kong.

 

On October 1, 2015, Greenpro Financial Consulting Limited transferred 51% and 49% shares of Greenpro Capital Village Sdn. Bhd. (Formerly known as Greenpro Global Advisory Sdn. Bhd.) to Greenpro Holding Limited and QSC Asia Sdn Bhd respectively. This subsidiary becomes the new business arm which provides educational and support services.

 

On October 18, 2015, the Board of Directors (the “Board”) of Greenpro Capital Corp. (the “Company”) appointed Mr. Thanawat Lertwattanarak and Ms. Srirat Chuchottaworn to the Board. The company believed the presence of these new directors can help to develop our business in the Thailand market.

 

On December 30, 2015, A&G International Limited transferred 100% shares of Asia UBS Global Limited, a Belize Corporation, and Asia UBS Global Limited, a Hong Kong limited company, to Greenpro Resources Limited due to internal restructuring. A&G International Limited, a holding company, was transferred to Ms Yap Pei Ling on the same date with consideration US$1.

 

On March 14, 2016, the Board appointed Mr. Shum Albert, Mr Chin Kiew Kwong and Mr. Hee Chee Keong to the Board as the independent directors of the Company. On March 23, 2016, our Audit Committee was established and comprised of our three independent directors.

 

On April 1, 2016, the Company mutually agreed with Lepora Holdings Corporation and CGN Nanotech Inc. regarding the withdrawal of shares subscribed, and to release each other from any and all claims and/or obligations arising under the Subscription Agreement. Since April 1, 2016, the Company has not owned any shares of Lepora Holdings Corporation and CGN Nanotech Inc.

 

Greenpro Capital Pty Ltd was formed on May 11, 2016 with 50% held by Greenpro Holding Limited (“GPH”), one of our subsidiaries, and 50% was held by Mohammad Reza Masoumi Al Agha.

 

On May 23, 2016, Greenpro Holding Limited acquired 400 shares of Greenpro Wealthon Sdn Bhd. from Mr. Lee Chong Kuang with MYR 1 (approximately US$0.25). On June 7, 2016, GPHL acquired an additional 200 shares of Greenpro Wealthon Sdn Bhd for MYR120,000 (approximately US$30,000), resulting in an aggregate of 60% of Greenpro Wealthon Sdn Bhd. The remaining 40% of Greenpro Wealthon Sdn. Bhd. is held by Mr. Yiap Soon Keong.

 

We expect the foregoing subsidiaries to provide corporate advisory services such as strategic planning, cross-border business solution and advisory, transaction services in different regions.

 

Greenpro Synergy Network Ltd (“GSN”) was incorporated in Hong Kong on March 2, 2016, as a variable interest entity (“VIE”) that is subject to consolidation with the Company. GSN’s principle activities are to hold certain insurance policies of the company. Loke Che Chan, Gilbert and Lee Chong Kuang are the sole shareholders of GSN. The Company controls GSN through a series of contractual arrangements (the “VIE Agreements”) between GPHL and GSN. The VIE agreements include (i) Exclusive Business Cooperation Agreement, (ii) Loan Agreement, (iii) Share Pledge Agreement (iv) Power of Attorney and (v) Exclusive Option Agreement with the shareholder of GSN, all of which are attached hereto as exhibits to this report.

 

 

On July 12, 2016, Mr. Thanawat Lertwattanarak resigned from the Board of Directors of the Company.

 

Liquidity and Capital Resources

 

As of September 30, 2016, we had working capital of $3,044,540 as compared to working capital of $2,911,967 as of September 30, 2015. We had total current assets of $4,755,990 consisting primarily of Inventory – finished property of $3,747,732, cash and cash equivalents of $631,363 and accounts receivables of $252,265. We had current liabilities of $1,711,450 consisting of amount due to related parties of $1,444,022, and accounts payable and accrued liabilities of $151,767. The Company’s net loss was $127,312 for the three months ended September 30, 2016 and $147,334 for the three months ended September 30, 2015. The Company’s comprehensive loss was $139,146 for the three months ended September 30, 2016 and $244,544 for the three months ended September 30, 2015.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2016 and 2015, respectively.

 

		2016				2015
Net cash (used in) operating activities		$	(614,268	)		$	(3,513,959	)
Net cash (used in) investing activities			(13,924	)			(103,962	)
Net cash (used in) provided by financing activities		$	(334,167	)		$	3,696,689

 

Operating activities

 

Net cash used in operating activities during the nine months ended September 30, 2016, was $614,268, and consisted primarily of a net loss of $367,647, a decrease in other payables and accrued liabilities of $265,683, and a decrease of deferred revenue of $174,546 offset by an increase in prepayments and other receivables of $140,329.

 

During the nine months ended September 30, 2015, net cash used in operating activities was $3,513,959, and consisted primarily of properties held for sale of $4,515,721, offset by an increase in accounts payable and accrued liabilities of $622,574 and prepayment and other receivables of $365,539.

 

Investing activities

 

Net cash used in investing activities was $13,924 for the nine months ended September 30, 2016, and consisted primary of purchase of property, plant and equipment of $15,484, offset by withdrawal of shares subscribed of associates $2,160.

 

Net cash used in investing was $103,962 for the nine months ended September 30, 2015, and consisted primary of investment in unconsolidated entities $59,113 and payment for life insurance premium of $49,820.

 

Financing activities

 

Net cash used in financing activities for the nine months ended September 30, 2016, was $334,167 and consisted of proceeds from a private placement from our shareholders of $412,000, offset by a repayments of advances from related parties (Ms. Hui Oi Kuk, the 40% shareholder of Forward Win International Limited and Falcon CPA Ltd, an entity 100% owned by Mr Loke Che Chan Gilbert, director of the Company) of $652,703, repayment to Company directors (Ms Yap Pei Ling and Ms Chen Yanhong, the directors of subsidiaries) of $125,149, and repayment of bank loans of $10,157.

 

Net cash provided by financing activities was $3,696,689 for the nine months ended September 30, 2015, and consisted primarily of proceeds from private placement from our shareholders of $2,060,000 and advances from related parties, offset by repayments of $61,334 to Mr. Loke Che Chan Gilbert, Mr. Lee Chong Kuang and Ms. Yap Pei Ling.

 

 

Results of Operation

 

The following table sets forth certain operational data for the three and nine months ended September 30, 2016, as compared to the same period ended September 30, 2015:

 

		Three months ended September 30,								Nine months ended September 30,
		2016				2015				2016				2015
REVENUES, NET
- Rental income		$	25,837			$	11,207			$	69,963			$	31,345
- Sale of properties			-				628,757				-				628,757
- Service income
Related parties			11,228				171,563				167,676				176,586
Third parties			498,651				33,399				1,502,987				916,192
Total revenues			535,716				844,926				1,740,626				1,752,880
COST OF REVENUES
- Cost of rental			(10,507	)			14,045				(37,221	)			(5,783	)
- Cost of properties			-				(470,769	)			-				(470,769	)
- Cost of service
Third parties			(239,751	)			(75,252	)			(741,966	)			(388,619	)
Total cost of revenues			(250,258	)			(531,976	)			(779,187	)			(865,171	)
GROSS PROFIT			285,458				312,950				961,439				887,709
OPERATING EXPENSES:
General and administrative			(379,291	)			(302,790	)			(1,237,058	)			(802,356	)
PROFIT(LOSS) FROM OPERATIONS		$	(93,833	)		$	10,160			$	(275,619	)		$	85,353

 

Comparison of the three months ended September 30, 2016 and September 30, 2015

 

Revenues, net. Total revenue was $535,716 and $844,926 for the three months ended September 30, 2016, and 2015, respectively. The decrease in total revenue reflected both a decrease in rental income and the fact that no sales of investment property occurred during the three months ended September 30, 2016. For the three months ended September 30, 2016, our rental and service business segments accounted for approximately 5% and 95% of our net revenue respectively. For the same period ended September 30, 2015, our rental and service business segments accounted for approximately 1% and 24% of our net revenue respectively.

 

During the three months ended September 30, 2016, there were no customers that accounted for 10% or more of our net revenues. During the three month period ended September 30, 2015, the following customers accounted for 10% or more of our net revenues:

 

		Business Segment		Revenues				Percentage of Net Revenue
Falcon CPA Limited		Service		$	174,547				20	%
Win Green Ltd		Real Estate		$	190,323				22	%
So Siu Tsui		Real Estate		$	188,387				21	%

 

Real Estate Income. Revenue from our real estate business segment was $25,837 and $639,964 for the three months ended September 30, 2016, and 2015, respectively. Real estate income for the three-month period ended September 30, 2016, consisted solely of rental income while real estate income for the same period ended September 30, 2015, consisted of rental income of $11,207 and $628,757 from the sale of an investment property. We expect rental income to stabilize in the near future. We expect revenue from our real estate business segment to increase to the extent that we are able to profitably sell our finished properties.

 

Service Income. Revenue from the provision of services was $509,879 for the three months ended September 30, 2016, as compared to $204,962 for the three months ended September 30, 2015. The increase in revenue was primarily due to the broadening of the range of services offered and the increase in our client base. We expect revenue from our business services business segment to increase as we continue to grow our business and expand into new territories.

 

Corporate Income. We did not derive any revenue from our corporate business segment during the three months ended September 30, 2016, and 2015. We expect to generate revenue from our venture capital business when begin our education and training seminars and at such time as we sell our interest in our portfolio companies. We hope to commence our education and training seminars at the end of 2016.

 

Cost of Revenues. Total cost of revenues was $250,258 for the three months ended September 30, 2016, respectively, as compared $531,976 for the for the three months ended September 30, 2015. The decrease reflected the fact that no sales of investment properties occurred during the three months ended September 30, 2016. Cost of revenue as a percentage of net revenue was approximately 47% as of September 30, 2016, with our rental and services business segments accounting for approximately 6% and 94% of the cost of revenue.

 

Cost of rental and properties. Cost of revenue from our real estate business segment was $10,507 for the three months ended September 30, 2016, and consisted solely of costs associated with rental income. Cost of revenue from our real estate business segment for the same period ended September 30, 2015, was $456,724 and consisted of costs associated with rental income of $14,045 and real estate sales of $470,769. Cost of revenue includes the costs associated with government rent and rates, repairs and maintenance, property insurance, and other related administrative costs.

 

Cost of service. Costs of revenue from our service business segment were $239,751 for the three months ended September 30, 2016, as compared to $75,252 for the three months ended September 30, 2015. It primarily consisted of employee compensation and related payroll benefits, company formation cost and other professional fees.

 

Gross Profit. The gross profit for the Company was $285,458 (53% margin) for the three months ended September 30, 2016, respectively, as compared to $312,950 (37% margin) for the three months ended September 30, 2015. The decrease of gross profit was due to the fact that no sales of investment property incurred.

 

 

General and administrative expenses. General and administrative expenses was $379,291 for the three months ended September 30, 2016, as compared to $302,790 for the three months ended September 30, 2015. The increase in general and administrative expenses was primarily due to the increase in directors’ remuneration and quarter, office rent, professional and legal fees.

 

Net Loss. The net loss was $127,312 for the three months ended September 30, 2016, as compared to the net loss of $147,334 for the three months ended September 30, 2015. The decrease in net loss is due to the net loss of non-controlling interest. We expect these losses to stabilize in the near future.

 

Comparison of the nine months ended September 30, 2016 and September 30, 2015

 

Revenues, net. Total revenue was $1,740,626 and $1,752,880 for the nine months ended September 30, 2016, and 2015, respectively. The decrease was primarily due to the lack of real property sales during the nine months ended September 30, 2016, offset by an increase in revenue from our rental and service business segments. For the nine months ended September 30, 2016, our rental and service business segments accounted for approximately 4% and 96% of our net revenue respectively. For the same period ended September 30, 2015, our rental and service business segments accounted for approximately 2% and 62% of our net revenue respectively.

 

During the nine months ended September 30, 2016, the following customers accounted for 10% or more of our net revenues.

 

		Business Segment		Revenues				Percentage of Net Revenue
Bosy Holdings Limited		Service		$	200,000				11	%

 

During the nine month period ended September 30, 2015, the following customers accounted for 10% or more of our net revenues:

 

		Business Segment		Revenues				Percentage of Net Revenue
Falcon CPA Limited		Service		$	174,547				10	%
Win Green Ltd		Real Estate		$	190,323				11	%
So Siu Tsui		Real Estate		$	188,387				11	%
Gushen Investment Management Company Limited		Service			245,000				14	%

 

Real Estate Income. Revenue from our real estate business segment was $$69,963 and $660,102 for the nine months ended September 30, 2016, and 2015, respectively. Real estate income for the nine-month period ended September 30, 2016, consisted solely of rental income while real estate income for the same period ended September 30, 2015, consisted of rental income of $31,345 and $628,757 from the sale of an investment property. We expect rental income to stabilize in the near future. We expect revenue from our real estate business segment to increase to the extent that we are able to profitably sell our finished properties.

 

 

Service Income. Revenue from the provision of services was $1,670,663 for the nine months ended September 30, 2016, as compared to $1,092,778 for the nine months ended September 30, 2015. The increase in revenue was primarily due to the broadening of the range of services offered and the increase in our client base. We expect revenue from our business services business segment to increase as we continue to grow our business and expand into new territories.

 

Corporate Income. We did not derive any revenue from our corporate business segment during the nine months ended September 30, 2016, and 2015. We expect to generate revenue from our venture capital business when we begin our education and training seminars and at such time as we sell our interest in our portfolio companies. We hope to commence our education and training seminars at the end of 2016.

 

Cost of Revenues. Total cost of revenues was $779,187 for the nine months ended September 30, 2016, respectively, as compared $865,171 for the for the nine months ended September 30, 2015. The increase was primarily due to the attributable to the increase in services rendered from our service business segment. Cost of revenue as a percentage of net revenue was approximately 45% as of September 30, 2016, with our rental and services business segments accounting for approximately 5% and 95% of the cost of revenue.

 

Cost of rental and properties. Cost of revenue from our real estate business segment was $37,221 for the nine months ended September 30, 2016, and consisted solely of costs associated with rental income. Cost of revenue from our real estate business segment for the same period ended September 30, 2015, was $476,552 and consisted of costs associated with rental income of $5,783 and real estate sales of $470,769. Cost of revenue includes the costs associated with government rent and rates, repairs and maintenance, property insurance, and other related administrative costs.

 

Cost of service. Costs of revenue from our service business segment was $741,966 for the nine months ended September 30, 2016, as compared to $388,619 for the nine months ended September 30, 2015. The increases in cost of services is due to increase in services provided. Cost of service primarily consisted of employee compensation and related payroll benefits, company formation cost and other professional fees.

 

Gross Profit. The gross profit for the Company was $961,439 (55% margin) for the nine months ended September 30, 2016, respectively, as compared to $887,709 (51% margin) for the nine months ended September 30, 2015. The increase of gross profit is due to no cost of properties sold.

 

General and administrative expenses. General and administrative expenses was $1,237,058 for the nine months ended September 30, 2016, as compared to $802,356 for the nine months ended September 30, 2015. The increase in general and administrative expenses was primarily due to the increase in directors’ remuneration and quarter, office rent, professional and legal fees.

 

Net Loss. The net loss was $369,965 for the nine months ended September 30, 2016, as compared to the net loss of $81,363 for the nine months ended September 30, 2015. The increase in net loss is due to business expense increases arising from the broadening of our business services and expansion of our client base.

 

 

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, 2016.

 

Contractual Obligations and Commercial Commitments

 

The Company leases office premises in Hong Kong under a non-cancellable operating lease that will expire in August 2018. The leases, which cover a term of two years, generally provide for renewal options at specified rental amounts. The Company’s subsidiaries lease certain office premises in the PRC under a non-cancellable operating lease that expire in December 2017. The leases, which cover a term of two years, generally provide for renewal options at specified rental amounts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed 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 periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that 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, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2016, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) ineffective controls over period end financial disclosure and reporting processes; and (2) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our Chief Financial Officer in connection with the review of our financial statements as of September 30, 2016.

 

Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

 

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

 

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

Based on this assessment, management has concluded that as of September 30, 2016, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We have increased our personnel resources and technical accounting expertise within the accounting function, however, we should continue to hire two or more personnel for the function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We also plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2016. Additionally, we plan to test our updated controls and remediate our deficiencies in year 2016.

 

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

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.		Name of Exhibit
10.1		Employment Contract dated August 28, 2014, by and between the Company and Loke Che Chan, Gilbert (1)
10.2		Employment Contract dated August 28, 2014, by and between the Company and Lee Chong Kuang (1)
10.3		Letter of offer of Malaysia Office- One City D-07-06 (2)
10.4		Letter of offer of Malaysia Office- One City D-07-07 (2)
10.5		Exclusive Business Cooperation Agreement, dated June 13, 2016, by and between Greenpro Holding Limited and Greenpro Synergy Network Limited (3)
10.6		Loan Agreement (3)
10.7		Share Pledge Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan, Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (3)
10.8		Power of Attorney of Loke Che Chan Gilbert dated June 13, 2016 (3)
10.9		Power of Attorney of Lee Chong Kuang dated June 13, 2016 (3)

 

 

10.10		Exclusive Option Agreement, dated June 13, 2016, by and among Greenpro Holding Limited, Loke Che Chan, Gilbert, Lee Chong Kuang and Greenpro Synergy Network Limited (3)
21		List of Subsidiaries/Variable Interest Entities*
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*
99.1		Charter of the Audit Committee (2)
99.2		Audit Committee Pre-approval Procedures(2)
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

 

*Filed herewith

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed “furnished” and not “filed”.

 

(1) Filed as an exhibit to the Company’s Form 8-K/A filed with the SEC on September 30, 2015 and incorporated herein by reference.

 

(2) Incorporated herein by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016.

 

(3) Filed as an exhibit to the Company’s Form 10-Q filed with the SEC on August 15, 2016 and incorporated herein by reference.

 

 

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.
	(Name of Registrant)
Date: November 14, 2016
	By:	/s/ Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director (Principal Executive Officer)
Date: November 14, 2016
	By:	/s/ Loke Che Chan, Gilbert
	Title:	Chief Financial Officer, Secretary, Treasurer, Director (Principal Financial Officer, Principal Accounting Officer)