UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period Ended March 31, 2026

 

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 001-38308

 

Greenpro Capital Corp.

(Exact name of registrant as specified in its charter)

 

Nevada		98-1146821
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

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

Pavilion Embassy, 200 Jalan Ampang,

50450 W.P. Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (60) 3 8408-1788

 

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

 

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

 

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

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

 

Yes ☒ No ☐

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

As of May 8, 2026, there were 18,033,123 shares of the registrant’s Common Stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	3
	Condensed Consolidated Balance Sheets - March 31, 2026 (Unaudited) and December 31, 2025 (Audited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2026 and 2025	6
	Notes to Condensed Consolidated Financial Statements (Unaudited) - Three Months Ended March 31, 2026 and 2025	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 4.	CONTROLS AND PROCEDURES	36
PART II	OTHER INFORMATION	37
ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	41
ITEM 4.	MINE SAFETY DISCLOSURES	41
ITEM 5.	OTHER INFORMATION	41
ITEM 6.	EXHIBITS	41
SIGNATURES		42

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements.

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

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

 

		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents (including $63,773 and $64,239 of time deposits as of March 31, 2026 and December 31, 2025, respectively)		$	540,914			$	636,659
Accounts receivable, net of allowance for credit losses of $2,154 and $2,095 as of March 31, 2026 and December 31, 2025, respectively			10,329				8,805
Prepaids and other current assets			484,221				451,063
Digital assets			248,465				282,161
Due from related parties			883,795				995,640
Deferred costs of revenue (including $6,250 to related parties as of March 31, 2026 and December 31, 2025, respectively)			16,327				58,099
Total current assets			2,184,051				2,432,427
Property and equipment, net			1,354,889				1,358,181
Real estate investments:
Real estate held for sale			886,502				886,502
Real estate held for investment, net			376,529				378,157
Intangible assets, net			366				437
Other investments (including a $17,000,000 investment in Forekast Limited as of March 31, 2026)			17,000,000				-
Operating lease right-of-use assets, net			72,255				19,890
Finance lease right-of-use asset, net			14,194				15,794
TOTAL ASSETS		$	21,888,786			$	5,091,388
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (including $1,392 of accounts payable to a related party as of March 31, 2026)		$	1,169,076			$	1,165,922
Due to related parties			821,517				101,922
Operating lease liabilities			72,255				19,890
Finance lease liabilities, current portion			4,529				4,442
Deferred revenue			113,000				201,535
Total current liabilities			2,180,377				1,493,711
Finance lease liabilities, non-current portion			5,687				6,833
Total liabilities			2,186,064				1,500,544
Commitments and contingencies			-				-
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding			-				-
Common Stock, $0.0001 par value; 500,000,000 shares authorized; 17,125,813 and 8,625,813 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			17,126				8,626
Additional paid-in capital			60,975,281				43,983,781
Accumulated other comprehensive loss			(168,772	)			(192,226	)
Accumulated deficit			(41,158,288	)			(40,246,712	)
Total Greenpro Capital Corp. stockholders’ equity			19,665,347				3,553,469
Noncontrolling interests in consolidated subsidiary			37,375				37,375
Total stockholders’ equity			19,702,722				3,590,844
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	21,888,786			$	5,091,388

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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

(Unaudited)

 

		2026				2025
		Three months ended March 31,
		2026				2025
REVENUES:
Service revenue (including $15,108 and $21,975 of service revenue from related parties for the three months ended March 31, 2026 and 2025, respectively)		$	310,746			$	310,853
Digital revenue			78,459				26,256
Rental revenue			16,181				15,646
Total revenues			405,386				352,755
COST OF REVENUES:
Cost of service revenue (including $1,983 and $8,396 of cost of revenue to related parties for the three months ended March 31, 2026 and 2025, respectively)			(108,775	)			(89,853	)
Cost of rental revenue			(3,974	)			(3,789	)
Total cost of revenues			(112,749	)			(93,642	)
GROSS PROFIT			292,637				259,113
OPERATING EXPENSES:
General and administrative expenses (including $32,405 and $23,152 of general and administrative expenses to related parties for the three months ended March 31, 2026 and 2025, respectively)			(1,217,520	)			(948,046	)
LOSS FROM OPERATIONS			(924,883	)			(688,933	)
OTHER INCOME (EXPENSES):
Other income (including $2,684 and $16,558 of other income from related parties for the three months ended March 31, 2026, and 2025, respectively)			13,248				18,034
Interest income (including $1,521 and $1,397 of interest income from related party for the three months ended March 31, 2026, and 2025, respectively)			1,541				2,884
Gain on disposal of investment (including $39,800 of related party investment for the three months ended March 31, 2025)			-				39,800
Reversal of impairment of investment (including $150 of related party investment for the three months ended March 31, 2025)			-				150
Interest expense			(192	)			(236	)
Fair value loss on digital assets			(1,290	)			(6,765	)
Total other income			13,307				53,867
LOSS BEFORE INCOME TAX			(911,576	)			(635,066	)
Income tax expense			-				(510	)
NET LOSS			(911,576	)			(635,576	)
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS OF GREENPRO CAPITAL CORP.			(911,576	)			(635,576	)
Other comprehensive income:
- Foreign currency translation income			23,454				19,553
COMPREHENSIVE LOSS		$	(888,122	)		$	(616,023	)
NET LOSS PER SHARE, BASIC AND DILUTED		$	(0.10	)		$	(0.08	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED			8,720,257				7,575,813

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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

(Unaudited)

 

		Number of Shares				Amount				Paid-in Capital				Comprehensive Loss				Accumulated Deficit				Controlling Interests				Stockholders’ Equity
Three months ended March 31, 2026
		Common Stock								Additional				Accumulated Other								Non-				Total
		Number of Shares				Amount				Paid-in Capital				Comprehensive Loss				Accumulated Deficit				Controlling Interests				Stockholders’ Equity
Balance as of December 31, 2025			8,625,813			$	8,626			$	43,983,781			$	(192,226	)		$	(40,246,712	)		$	37,375			$	3,590,844
Fair value of shares issued for other investment			8,500,000				8,500				16,991,500				-				-				-				17,000,000
Foreign currency translation			-				-				-				23,454				-				-				23,454
Net loss			-				-				-				-				(911,576	)			-				(911,576	)
Balance as of March 31, 2026 (Unaudited)			17,125,813			$	17,126			$	60,975,281			$	(168,772	)		$	(41,158,288	)		$	37,375			$	19,702,722

 

Three months ended March 31, 2025
		Common Stock								Additional				Accumulated Other								Non-				Total
		Number of Shares				Amount				Paid-in Capital				Comprehensive Loss				Accumulated Deficit				Controlling Interests				Stockholders’ Equity
Balance as of December 31, 2024			7,575,813			$	7,576			$	42,749,831			$	(336,115	)		$	(37,264,379	)		$	37,375			$	5,194,288
Balance			7,575,813			$	7,576			$	42,749,831			$	(336,115	)		$	(37,264,379	)		$	37,375			$	5,194,288
Foreign currency translation			-				-				-				19,553				-				-				19,553
Net loss			-				-				-				-				(635,576	)			-				(635,576	)
Balance as of March 31, 2025 (Unaudited)			7,575,813			$	7,576			$	42,749,831			$	(316,562	)		$	(37,899,955	)		$	37,375			$	4,578,265
Balance			7,575,813			$	7,576			$	42,749,831			$	(316,562	)		$	(37,899,955	)		$	37,375			$	4,578,265

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In U.S. dollars)

(Unaudited)

 

		2026				2025
		Three months ended March 31,
		2026				2025
Cash flows from operating activities:
Net loss		$	(911,576	)		$	(635,576	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			24,653				34,419
Amortization of intangible assets			67				68
Amortization of operating lease right-of-use assets			23,067				24,041
Amortization of finance lease right-of-use asset			1,674				1,490
Provision for credit losses			74				41,013
Fair value loss on digital assets			1,290				6,765
Gain on disposal of investment-related party			-				(39,800	)
Reversal of impairment of investment-related party			-				(150	)
Changes in operating assets and liabilities:
Accounts receivable			(1,524	)			34,489
Prepaids and other current assets			(33,158	)			(29,671	)
Digital assets			33,696				(16,874	)
Deferred costs of revenue			41,772				11,465
Accounts payable and accrued liabilities			3,154				(158,488	)
Operating lease liabilities			(23,067	)			(24,041	)
Deferred revenue			(88,535	)			509,908
Net cash used in operating activities			(928,413	)			(240,942	)
Cash flows from investing activities:
Proceeds from disposal of other investments			-				39,950
Net cash provided by investing activities			-				39,950
Cash flows from financing activities:
Principal payment of finance lease liabilities			(1,109	)			(922	)
Advances from related parties			831,440				7,881
Net cash provided by financing activities			830,331				6,959
Effect of exchange rate changes in cash and cash equivalents			2,337				(44,861	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			(95,745	)			(238,894	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			636,659				1,124,818
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	540,914			$	885,924
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income tax		$	-			$	510
Cash paid for interest		$	192			$	236
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842		$	75,531			$	95,727
Fair value of shares issued for other investment		$	17,000,000			$	-

 

See accompanying notes to the condensed consolidated financial statements.

 

 

GREENPRO CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

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

(Unaudited)

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Greenpro Capital Corp. (the “Company” or “GRNQ”) was incorporated on July 19, 2013, in the state of Nevada. The Company provides a wide range of business consulting and corporate advisory services, including cross-border listing advisory services, tax planning, advisory and transaction services, record management services, and accounting outsourcing services. Our focus is on companies located in Asia and Southeast Asia, including Hong Kong, Malaysia, China, Thailand, and Singapore. As part of our business consulting and corporate advisory business segment, our wholly owned subsidiary, Greenpro Venture Capital Limited (“GVCL”), provides a business incubator for start-up companies and focuses on investments in select start-up and high-growth potential companies.

 

In addition to our service business segment providing business consulting and corporate advisory services to clients, the Company operates two other business segments, a digital business segment providing a digital platform and trading of digital assets via our wholly owned subsidiary, Green-X Corp., in Labuan, Malaysia (“Green-X”), and a real estate business segment focusing on trading or leasing real estate properties via other wholly owned subsidiaries, Forward Win International Limited in Hong Kong (“FWIL”) and Greenpro Resources Sdn. Bhd. in Malaysia (“GRSB”), respectively.

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026, and 2025 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026. The condensed consolidated balance sheet information as of December 31, 2025, was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026. These financial statements should be read in conjunction with that report.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries, which the Company controls and entities for which the Company is the primary beneficiary. For those consolidated subsidiaries where the Company’s ownership is less than 100%, the outside shareholders’ interests are shown to be noncontrolling interests in equity. Acquired businesses are included in the consolidated financial statements from the date on which control is transferred to the Company. Subsidiaries are deconsolidated from the date that control ceases. All inter-company accounts and transactions have been eliminated in the consolidation.

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2026, the Company incurred a net loss of $911,576 and net cash used in operations of $928,413, and as of March 31, 2026, the Company incurred an accumulated deficit of $41,158,288. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that we have raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for credit losses, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

 

 

Credit losses

 

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

 

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customers at the business component level, as management determined that the risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on a review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

 

Accounts receivable on March 31, 2026 and December 31, 2025 are net of allowances for credit losses of $2,154 and $2,095, respectively. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected at March 31, 2026, and December 31, 2025:

SCHEDULE OF ALLOWANCES FOR CREDIT LOSSES

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Balance at beginning of period/year		$	2,095			$	2,883
Charges (credits) of operating expenses			74				(825	)
Adjustments for credit losses			(15	)			37
Balance at end of period/year		$	2,154			$	2,095

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients (see Note 2).

 

Cash and cash equivalents

 

Cash consists of funds on hand and held in bank accounts. Cash equivalents include time deposits placed with banks or other financial institutions and all highly liquid investments with original maturities of three months or less, including money market funds.

 

On March 31, 2026 and December 31, 2025, cash included funds held by employees of $1,510 and $0, respectively, was to facilitate payment of expenses in local currencies or to facilitate third-party online payment platforms for which the Company had not set up a corporate account, such as WeChat Pay or Alipay.

SCHEDULE OF CASH AND CASH EQUIVALENTS

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Cash and cash equivalents
Denominated in United States Dollars		$	155,237			$	155,162
Denominated in Hong Kong Dollar			166,089				251,756
Denominated in Chinese Renminbi			148,893				211,100
Denominated in Malaysian Ringgit			70,270				18,215
Denominated in Singapore Dollar			425				426
Cash and cash equivalents		$	540,914			$	636,659

 

 

Digital assets

 

In recent years, the SEC and U.S. state securities regulators have stated that certain digital assets or digital asset products may be classified as securities under U.S. federal and state securities laws, and in the case of the SEC, has made public statements on this topic, however, these statements are not binding or definitive guidance. Several enforcement actions and regulatory proceedings have since been initiated against digital assets and digital asset products, as well as against trading platforms that support digital assets. The SEC has characterized several crypto assets, products, and services as securities in these regulatory proceedings and enforcement actions. The SEC has stated more recently that a crypto asset itself is not a security, but there is uncertainty and inconsistency in the courts that have grappled with the issue of whether or how certain crypto asset transactions could be deemed securities. Several foreign governments have also issued similar warnings, cautioning that digital assets may be deemed to be securities or other similarly regulated financial instruments under the laws of their jurisdictions.

 

Crypto assets held for operations

 

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

 

We have established policies and practices to evaluate each crypto asset we consider for listing, delisting, or for custody. We also evaluate all other products and services prior to launch under U.S. federal and applicable international securities laws.

 

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not provide liquidity to the same extent as cash and cash equivalents (see Note 3).

 

The Company follows ASC 350-30, Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill, which requires crypto assets that meet the definition of an indefinite-lived intangible asset are recognized at cost and subsequently measured using the impairment model. That model only reflects decreases, but not increases, in the fair value of crypto asset holdings until sold.

 

Effective January 1, 2025, the Company adopts Accounting Standards Update (ASU) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This update requires the Company subsequently to remeasure its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations.

 

The Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurements, based on quoted (unadjusted) prices on the exchange market. The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more likely than not that any of the assets are impaired.

 

The Company recognized fair value loss on digital assets of $1,290 and $6,765 for the three months ended March 31, 2026, and 2025, respectively (see Note 3). Other than the fair value loss, the adoption had no effect on our condensed consolidated financial statements based upon the nature of the Company’s current operations.

 

As of March 31, 2026, and December 31, 2025, the crypto assets held for operation under digital assets were $248,465 and $282,161, respectively (see Note 3).

 

 

Investments

 

Investments in equity securities

 

The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The Company measures investments in equity securities without a readily determinable fair value using an alternative measurement that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis. Gains and losses on these securities are recognized in other income and expenses.

 

On March 31, 2026, the Company had a total of twenty-one (21) investments in equity securities without readily determinable fair values, all were related party investments with an aggregate value of $17,000,000, in which, twenty (20) investments in equity securities without readily determinable fair values were fully impaired and with $nil value (see Note 4).

 

On December 31, 2025, the Company had a total of twenty (20) investments in equity securities without readily determinable fair values, all were related party investments and fully impaired with $nil value (see Note 4).

 

Leases

 

The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

 

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at the commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

 

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet, and the related lease expense is recognized on a straight-line basis over the expected lease term.

 

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

See Note 6 for more information regarding leases.

 

Earnings per share (EPS)

 

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks, for example, convertible securities, options and warrants as if they had been converted at the beginning of the period presented, or issuance date, if later. Potential common stocks that have an anti-dilutive effect would increase earnings per share or decrease loss per share, are excluded from the calculation of diluted EPS. For the three months ended March 31, 2026, and 2025, there were no dilutive shares.

 

 

Foreign currency translation

 

The reporting currency of the Company is United States Dollars (“US$”), and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of Malaysian Ringgit (“MYR”), Renminbi (“RMB”) and Hong Kong Dollars (“HK$”), which is also the respective functional currency of subsidiaries.

 

In general, for consolidation purposes, if a subsidiary’s functional currency is other than US$, its assets and liabilities are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at the average rates prevailing during the period. Any gains or losses resulting from the translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within 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:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

		2026				2025
		As of and for the three months ended March 31,
		2026				2025
Period-end MYR : US$1 exchange rate			4.05				4.44
Period-average MYR : US$1 exchange rate			3.96				4.45
Period-end RMB : US$1 exchange rate			6.90				7.25
Period-average RMB : US$1 exchange rate			6.90				7.26
Period-end HK$ : US$1 exchange rate			7.84				7.78
Period-average HK$ : US$1 exchange rate			7.82				7.78
Exchange rate			7.82				7.78

 

Fair value of financial instruments

 

The Company follows the guidance of the ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the input used in measuring fair value as follows:

 

●	Level 1: Observable inputs such as quoted prices in active markets;
●	Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
●	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company believes the carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, prepaids and other current assets, digital assets, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due from or due to related parties, approximate their fair values because of the short-term nature of these financial instruments.

 

 

Concentrations of risks

 

For the three months ended March 31, 2026, one (1) customer accounted for 22% of the Company’s revenues, as compared to the three months ended March 31, 2025, two (2) customers accounted for 27% (14% and 13%, respectively) of the Company’s revenues.

 

Two (2) customers accounted for 20% (10% and 10%, respectively) and three (3) customers accounted for 34% (14%, 10% and 10%, respectively) of the Company’s net accounts receivable as of March 31, 2026, and December 31, 2025, respectively.

 

For the three months ended March 31, 2026, and 2025, no vendor accounted for 10% or more of the Company’s cost of revenues.

 

Three (3) vendors accounted for 63% (32%, 16% and 15%, respectively) and one (1) vendor accounted for 35% of the Company’s accounts payable as of March 31, 2026, and December 31, 2025, respectively.

 

Exchange rate risk

 

The Company’s reporting currency is US$, but its major revenues and costs, and a significant portion of its assets and liabilities are also denominated in MYR, RMB or HK$. As a result, the Company is exposed to a foreign exchange risk as its revenues and the results of operations may be affected by fluctuations in the exchange rate between US$ and MYR, US$ and RMB or US$ and HK$. If MYR, RMB or HK$ depreciates against US$, the values of its revenues and assets in MYR, RMB or HK$ may decline accordingly when translated to the Company’s reporting currency, as its financial statements are presented in US$. The Company does not hold any derivative or other financial instruments that may expose it to substantial market risk.

 

Risks and uncertainties

 

Substantially all the Company’s services are conducted in Hong Kong, China, Malaysia, Thailand, Taiwan, and the Southeast Asia region. The Company’s operations are subject to various political and economic risks, including the risks of restrictions on the transfer of funds, export duties, quotas and embargoes, changing taxation policies, and political conditions and governmental regulations, and the adverse impact of the coronavirus outbreak.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

 

Accounting Standards not yet Adopted

 

Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:

 

In November 2024, FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its condensed consolidated financial statement and related disclosures.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on its condensed consolidated financial position, statements of operations and cash flows.

 

 

NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS

 

The Company’s revenues consist of revenue from provision of business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”) and revenue from leasing or trading of real estate properties (“real estate revenue”).

 

Revenue from provision of business services

 

For certain service contracts, we assist or provide advisory services to clients in capital market listings (“listing services”). Our services provided to clients are considered as our performance obligations. Revenue and expenses are deferred until the performance obligation is complete and collectability of the consideration is probable. For service contracts where the performance obligation has not been completed, deferred cost of revenue is recorded as incurred, and the deferred revenue is recorded for any payments received on such yet to be completed performance obligations. On an ongoing basis, management monitors these contracts for profitability and, when needed, may record a liability if a determination is made that costs will exceed revenue.

 

For other services such as company secretarial, accounting, financial analysis, insurance brokerage services, and other related services (“non-listing services”), upon our completion of such services, our performance obligations are satisfied, and hence, the relevant revenue is recognized. For contracts in which we act as an agent, the Company reports revenue net of expenses paid.

 

The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract.

 

Revenue from provision of digital platforms and trading of digital assets

 

Through our subsidiary, Green-X Corp. in Labuan (“Green-X”), we operate a platform under the Labuan Financial Services and Securities Act 2010 (LFSSA) whereby security token issuers (“Issuers”) offer their security tokens for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform.

 

Revenue from the provision of the digital platform represents the fees associated with the services for account opening, transactions and listing at the Green-X DAX platform, respectively. We recognize revenues when services have been rendered to clients, that is, performance obligations have been fulfilled.

 

Revenue from the trading of digital assets represents the sales income of digital assets. We recognize revenues when risks and rewards of ownership of the digital assets have been transferred to the buyers; that is, we lose control over the assets sold and the amount of sales revenue can be reliably measured.

 

Since December 2024, we have issued and sold our digital assets, GX Token, to other investors.

 

Revenue from leasing real estate properties

 

Rental revenue represents rental income from the Company’s tenants. The tenants pay in accordance with the terms in the lease agreements, and the Company recognizes the income ratably over the lease term, as this is the most representative of the pattern in which the benefit is expected to be derived from the underlying assets.

 

Revenue from trading of real estate properties

 

The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets. Generally, the Company’s sales of real estate properties are considered as a sale of a nonfinancial asset. Under ASC 610-20, the Company derecognizes its assets and recognizes a gain or loss on the sale of real estate when control of the underlying asset transfers to the buyer.

 

During the three months ended March 31, 2026, and 2025, no real estate property was sold.

 

Cost of revenues

 

Cost of service revenue primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees directly attributable to the services rendered.

 

Cost of digital revenue primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of digital platforms and digital assets.

 

Cost of rental revenue primarily includes costs associated with repairs and maintenance, property management fees, insurance, depreciation, and other related administrative costs. Utility expenses are paid directly by tenants.

 

Cost of real estate property sold primarily consists 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.

 

 

The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area:

 SCHEDULE OF DISAGGREGATED REVENUE

		2026				2025
		Three Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Revenue by service lines:
Corporate advisory - non-listing services		$	222,211			$	260,853
Corporate advisory - listing services			88,535				50,000
Provision of a digital platform and trading of digital assets			78,459				26,256
Rental of real estate properties			16,181				15,646
Total revenue		$	405,386			$	352,755

 

		2026				2025
		Three Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Revenue by geographic area:
Hong Kong		$	211,444			$	223,619
Malaysia			149,198				85,065
China			44,744				44,071
Total revenue		$	405,386			$	352,755

 

Deferred costs of revenue

 

For a service contract where the performance obligation has not been completed, deferred costs of revenue is recorded for any costs incurred in advance before completion of the performance obligation.

 

Deferred revenue

 

For a service contract where the performance obligation has not been completed, the deferred revenue is recorded for any payments received in advance before completion of the performance obligation.

 

As of March 31, 2026, and December 31, 2025, deferred costs of revenue and deferred revenue are classified as current assets and current liabilities, respectively:

SCHEDULE OF DEFERRED COST OF REVENUE OR DEFERRED REVENUE

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Current assets
Deferred costs of revenue		$	16,327			$	58,099
Current liabilities
Deferred revenue		$	113,000			$	201,535

 

Changes in deferred revenue during the three months ended March 31, 2026, are as follows:

SCHEDULE OF CHANGES IN DEFERRED REVENUE

		Three Months Ended March 31, 2026
		(Unaudited)
Deferred revenue, January 1, 2026		$	201,535
New contract liabilities			-
Performance obligations satisfied			(88,535	)
Deferred revenue, March 31, 2026		$	113,000

 

 

NOTE 3 - DIGITAL ASSETS

 

We primarily receive crypto assets held for operations as payments for transaction revenue, blockchain rewards, custodial fee revenue, and other subscriptions and services revenue. Our intent is to convert crypto assets received as a form of payment to cash or to use them to fulfill expenses, primarily blockchain rewards, nearly immediately.

 

During times of instability in the crypto assets market, we may not be able to sell our crypto assets at reasonable prices or at all. As a result, our crypto assets held for operations are considered as current assets but less liquid than our cash and cash equivalents and may not provide liquidity to the same extent as cash and cash equivalents.

 

As of March 31, 2026, the details of digital assets we held are as follows:

SCHEDULE OF DIGITAL ASSETS

Ticker Symbol		Digital Assets		Number of Tokens (1)				Value per Token (1)				Total Value (2)
2UT		Brighsun 2UT			8,451.810			$	2.336			$	19,747
BCH		Bitcoin Cash			0.022				466.310				10
BTC		Bitcoin			0.033				68,232.000				2,240
ETH		Ethereum			0.824				2,104.880				1,734
USDT		Tether			224,811.621				0.999				224,609
XRP		Ripple			93.364				1.340				125
												$	248,465

 

(1)	Number of tokens and value per token were displayed up to 3 decimal places, respectively.
(2)	Total value was rounded to the nearest dollar.

 

As of December 31, 2025, the details of digital assets we held are as follows:

 

Ticker Symbol		Digital Assets		Number of Tokens (1)				Value per Token (1)				Total Value (2)
2UT		Brighsun 2UT			8,451.810			$	2.336			$	19,747
BCH		Bitcoin Cash			0.022				599.190				13
BTC		Bitcoin			0.033				87,520.000				2,873
ETH		Ethereum			0.824				2,966.770				2,444
USDT		Tether			257,246.961				0.999				256,912
XRP		Ripple			93.364				1.840				172
												$	282,161

 

(1)	Number of tokens and value per token were displayed up to 3 decimal places, respectively.
(2)	Total value was rounded to the nearest dollar.

 

The following table sets forth a summary of the changes in the estimated fair value of our digital assets during the period ended March 31, 2026, and the year ended December 31, 2025, respectively:

SCHEDULE OF CHANGES IN CRYPTO ASSETS

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Fair value at beginning of period / year		$	282,161			$	192,398
(Disposals) /additions during the period / year			(32,406	)			94,581
Change in fair value during the period / year			(1,290	)			(4,818	)
Fair value at end of period / year		$	248,465			$	282,161

 

The estimated fair value of our digital assets was $248,465 and $282,161 as of March 31, 2026, and December 31, 2025, respectively.

 

For the three months ended March 31, 2026, and 2025, we recognized a fair value loss on digital assets of $1,290 and $6,765, respectively.

 

During 2024, we issued 4,000,000 tokens of our digital assets, GX Token, in exchange for 5,000,000 tokens of Dignity Token, an asset-backed crypto security token (“DiGau”). Despite the token exchange, DiGau was not recognized in our consolidated balance sheets as of March 31, 2026, and December 31, 2025, as the transaction did not meet the criteria for asset recognition.

 

As of the date of this report, we have not yet determined the value of DiGau and are still evaluating the fair value due to a lack of observable market transactions and price information. As a result, the transaction was not disclosed in our condensed consolidated financial statements for the period ended March 31, 2026.

 

We do not expect that the exclusion of the transaction will have a significant effect on our consolidated financial statements as of March 31, 2026, and December 31, 2025, respectively.

 

 

NOTE 4 - OTHER INVESTMENTS

SCHEDULE OF OTHER INVESTMENTS

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Investments in equity securities without readily determinable fair values of affiliates:
Forekast Limited (a)		$	17,000,000			$	-

 

Investments in equity securities without readily determinable fair values of affiliates (related parties):

 

Equity securities without readily determinable fair values are investments in privately held companies without readily determinable market values. The Company adopted the guidance of ASC 321, Investments - Equity Securities, which allows an entity to measure investments in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of same issuer (the “Measurement Alternative”). The fair value of equity securities without readily determinable fair values that have been remeasured due to impairment are classified within Level 3. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired.

 

The Company believes all its invested equity securities are without readily determinable values even certain of the equity securities are listed in the over the counter (OTC) market, as their securities are not actively traded on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the OTC market.

 

In addition, the Company records its equity securities without readily determinable fair values at cost. For these cost method investments, the Company records them as other investments in its consolidated balance sheets (the “Investments”). The Company reviews the Investments quarterly to determine if impairment indicators are present; however, it is not required to determine the fair value of the Investments unless impairment indicators exist. When impairment indicators exist, the Company generally adopts the valuation methods allowed under ASC820 (Fair Value Measurement) to evaluate the fair values of the Investments approximate or exceed their carrying values.

 

(a)	Forekast Limited:

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

 

Set forth below are the details of the share exchange in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement:

SCHEDULE OF SHARE EXCHANGE IN CONNECTION WITH MINORITY INVESTMENT 

Forekast Shareholders		Forekast shares received by the Company				The Company’s Common Stock received by Forekast Shareholders
BHL Ltd.			520				3,250,000
Moira Venture Limited			120				750,000
Renhari Limited			180				1,125,000
Joharne Limited			180				1,125,000
Crescent East Limited			180				1,125,000
Stratifi Global Limited			180				1,125,000
Total shares			1,360				8,500,000

 

During the three months ended March 31, 2026, and the year ended December 31, 2025, the changes in carrying values of the Investments are as follows:

SCHEDULE OF CARRYING VALUES OF EQUITY SECURITIES WITHOUT READILY DETERMINABLE FAIR VALUES

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Original cost
Balance, beginning of period / year		$	8,330,989			$	8,331,139
Additions during the period			17,000,000				-
Disposal of impaired investment during the year			-				(150	)
Balance, end of period / year			25,330,989				8,330,989
Accumulated impairment
Balance, beginning of period / year			(8,330,989	)			(8,319,066	)
Impairment during the year			-				(12,073	)
Disposal of impaired investment during the year			-				150
Balance, end of period / year			(8,330,989	)			(8,330,989	)
Net carrying values of equity securities without readily determinable fair values		$	17,000,000			$	-

 

The Company had cost method investments without readily determinable fair values with a carrying value of $17,000,000 and $0 as of March 31, 2026, and December 31, 2025, respectively.

 

For the three months ended March 31, 2026, no impairment or reversal of impairment of investment was recognized.

 

During the year ended December 31, 2025, the Company recognized an impairment of $12,073 for two (2) of the investments and recorded a reversal of impairment of $150 for one (1) of the investments.

 

As of March 31, 2026, and December 31, 2025, the accumulated impairment loss of the Investments was $8,330,989.

 

 

NOTE 5 - STOCKHOLDERS’ EQUITY

 

Our authorized capital consists of 600,000,000 shares, of which 500,000,000 shares are designated as shares of Common Stock, par value $0.0001, and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001 per share. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board of directors before the issuance of any shares of preferred stock in such series.

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

A list of the issuance of the Company’s Common Stock during the three months ended March 31, 2026, is set forth below:

SCHEDULE OF ISSUANCE OF COMMON STOCK

Name of Shareholder		Shares of Common Stock Issued				Fair Value of Common Stock Issued
BHL Ltd.			3,250,000			$	6,500,000
Moira Venture Limited			750,000				1,500,000
Renhari Limited			1,125,000				2,250,000
Joharne Limited			1,125,000				2,250,000
Crescent East Limited			1,125,000				2,250,000
Stratifi Global Limited			1,125,000				2,250,000
Total			8,500,000			$	17,000,000

 

During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total cash proceeds of $1,235,000. The proceeds aim to fund the expansion of the Company’s operations.

 

 

NOTE 6 - LEASES

 

As of March 31, 2026, the Company has an operating lease agreement for one office space in Hong Kong, with a non-cancellable term of one year commencing from March 15, 2026, to March 14, 2027, after a cancellable term of 1one year expired on March 14, 2026, and has a finance lease for a motor vehicle in Malaysia, with a term of 5five years, respectively. Other than these leases, the Company does not have any other leases over the term of one year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

The components of lease expense and supplemental cash flow information related to operating leases and finance leases for the periods ended March 31, 2026, and 2025 are as follows:

SCHEDULE OF COMPONENTS OF LEASE AND SUPPLEMENTAL CASH FLOW INFORMATION

		2026				2025
		Three Months Ended March 31,
		2026				2025
		(Unaudited)				(Unaudited)
Lease costs
Operating lease costs:
Rental expenses (1)		$	23,435			$	24,477
Other rental expenses (2)			4,061				4,177
Total operating lease costs			27,496				28,654
Finance lease costs:
Interest expenses		$	192			$	236
Total finance lease costs			192				236
Total lease costs		$	27,688			$	28,890
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Rental payment - operating leases		$	23,435			$	24,477
Interest repayment - finance leases			192				236
Principal repayment - finance leases			1,109				922
Total cash paid		$	24,736			$	25,635
Non-cash activity:
Balance payment of ROU asset by finance lease liabilities		$	10,216			$	13,187
Weighted average remaining lease term (in years):
Operating leases			0.95				0.95
Finance leases			2.17				3.17
Weighted average discount rate:
Operating leases			4.0	%			4.0	%
Finance leases			6.9	%			6.9	%

 

(1)	Rental expenses include amortization of $23,067 and $24,041 and interest expenses of $368 and $436 during the three months ended March 31, 2026, and 2025, respectively.
(2)	Other rental expenses represent those rental expenses for leases with a lease term within one year, and government rent and rates related to the leases.

 

 

The supplemental balance-sheet information related to leases for the periods ended March 31, 2026, and December 31, 2025, is as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

		As of March 31, 2026				As of December 31, 2025
		(Unaudited)				(Audited)
Assets
Long-term operating lease ROU assets, net (1)		$	72,255			$	19,890
Long-term finance lease ROU asset, net (2)			14,194				15,794
Total ROU assets		$	86,449			$	35,684
Liabilities
Current portion of operating lease liabilities		$	72,255			$	19,890
Current portion of finance lease liabilities			4,529				4,442
Total current lease liabilities			76,784				24,332
Long-term finance lease liabilities			5,687				6,833
Total long-term lease liabilities			5,687				6,833
Total lease liabilities		$	82,471			$	31,165

 

(1)	Operating lease ROU assets are measured at cost of $523,028 and $447,497 less accumulated amortization of $450,773 and $427,607 as of March 31, 2026, and December 31, 2025, respectively.
(2)	Finance lease ROU assets are measured at cost of $28,898 less accumulated amortization of $14,704 and $13,104 as of March 31, 2026, and December 31, 2025, respectively.

 

Maturities of the Company’s lease liabilities as of March 31, 2026, are as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES 

		Operating leases				Finance leases
Year ending December 31,
2026 (remaining 9 months)		$	57,970			$	3,817
2027			15,791				5,089
2028			-				2,117
Total future minimum lease payments			73,761				11,023
Less: Imputed interest / present value discount			(1,506	)			(807	)
Present value of lease liabilities		$	72,255			$	10,216
Lease obligations
Current lease obligations		$	72,255			$	4,529
Long-term lease obligations			-				5,687
Total lease obligations		$	72,255			$	10,216

 

For the three months ended March 31, 2026, total lease costs were $27,688, including operating lease costs of $27,496 and finance lease costs of $192, respectively. For the three months ended March 31, 2025, total lease costs were $28,890, including operating lease costs of $28,654 and finance lease costs of $236, respectively.

 

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 SCHEDULE OF DUE FROM RELATED PARTIES 

Due from related parties:		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
Due from related parties
- Related party B		$	177,875			$	178,909
- Related party D			704,530				815,342
- Related party G			1,390				1,389
Total		$	883,795			$	995,640
Due from related parties		$	883,795			$	995,640

 

The amounts due from related parties are interest-free, unsecured, and have no fixed terms of repayment.

SCHEDULE OF DUE TO RELATED PARTIES

Due to related parties:		March 31, 2026				December 31, 2025
			(Unaudited)				(Audited)
Due to related parties
- Related party A		$	137,750			$	91,606
- Related party B			4,475				6,697
- Related party G			71				284
- Related party K			679,221				3,335
Total		$	821,517			$	101,922
Due to related parties		$	821,517			$	101,922

 

The amounts due to related parties are interest-free, unsecured, and repayable on demand.

SCHEDULE OF INCOME FROM OR EXPENSES TO RELATED PARTIES 

Accounts payable to a related party:		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
Accounts payable - related party
- Related party A		$	1,392			$	-
Accounts payable - related party		$	1,392			$	-

 

Deferred costs of revenue to related parties:		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
Deferred costs of revenue to related parties
- Related party A		$	2,500			$	2,500
- Related party F			3,750				3,750
Total		$	6,250			$	6,250
Deferred costs of revenue to related parties		$	6,250			$	6,250

 

Investments in a related party:		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
Investments in a related party
- Related party B		$	17,000,000			$	-
Investments in a related party		$	17,000,000			$	-

 

 

Income from / expenses to related parties:		2026				2025
		Three Months Ended March 31,
Income from / expenses to related parties:		2026				2025
		(Unaudited)				(Unaudited)
Service revenue from related parties
- Related party A		$	332			$	326
- Related party B			14,564				21,434
- Related party G			212				215
Total		$	15,108			$	21,975
Service revenue from related parties		$	15,108			$	21,975
Cost of service revenue to related parties
- Related party A		$	1,983			$	4,646
- Related party F			-				3,750
Total		$	1,983			$	8,396
Cost of service revenue to related parties		$	1,983			$	8,396
General and administrative expenses to related parties
- Related party A		$	1,917			$	-
- Related party D			23,250				16,312
- Related party I			3,787				3,371
- Related party K			3,451				3,469
Total		$	32,405			$	23,152
General and administrative expenses to related parties		$	32,405			$	23,152
Other income from related parties
- Related party B		$	-			$	13,860
- Related party D			2,684				2,698
Total		$	2,684			$	16,558
Other income from related parties		$	2,684			$	16,558
Interest income from a related party
- Related party B		$	1,521			$	1,397
Interest income from a related party		$	1,521			$	1,397
Gain on disposal of a related party investment
- Related party B		$	-			$	39,800
Gain on disposal of a related party investment		$	-			$	39,800
Reversal of impairment of a related party investment
- Related party B		$	-			$	150
Reversal of impairment of a related party investment		$	-			$	150

 

Related party A is under common control of Mr. Loke, Che Chan Gilbert, the Company’s CFO, and a major shareholder.

 

Related party B represents companies in which the Company owns a respective percentage ranging from 1% to 18% interest in those companies.

 

Related party C is controlled by a director of some wholly owned subsidiaries of the Company.

 

Related party D represents companies that we have determined we can significantly influence based on our common business relationships.

 

Related party E represents companies whose CEO was a consultant to the Company, and who was also a director of Aquarius Protection Fund and a shareholder of the Company. Related party E is no longer our consultant and shareholder, and hence, our related party relationship came to an end on August 29, 2024.

 

Related party F represents a family member of Mr. Loke or family members of Mr. Loke.

 

Related party G is under the common control of Mr. Lee Chong Kuang, the Company’s CEO and a major shareholder.

 

Related party H represents a company in which we currently have an approximate 48% equity-method investment. On December 31, 2023, the Company determined the amount due from related party H of $60,000 was impaired and recognized an impairment of other receivables of $60,000 for the year ended December 31, 2023. During 2018, the Company acquired approximately 49% of related party H for total consideration of $368,265. On December 31, 2018, the Company determined that its investments in related party H were impaired and recognized an impairment of other investments of $368,265.

 

Related party I which is controlled by a family member of Mr. Lee.

 

Related party J represents a non-controlling interest in the Company’s subsidiary owning its real estate held for sale. The amount due to related party J was unsecured, borne no interest and payable on demand, and was related to the initial acquisition of the real estate held for sale. Related party J became no longer our related party since our acquisition of all its 40% shareholdings in our subsidiary on April 15, 2024.

 

Related party K represents shareholders and directors of the Company. The amount due from related party K represents the amounts paid by the Company to third parties on behalf of our shareholders or directors. On the other hand, due to related party K represents the amounts paid by the shareholders or directors to third parties on behalf of the Company. The amounts due from or due to related party K are interest-free and are due on demand.

 

 

NOTE 8 - SEGMENT INFORMATION

 

ASC 280, “Segment Reporting” requires disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.

 

The Company’s reportable segments are consistent with its internal organization structure and are regularly reviewed by the Company’s President and Chief Executive Officer (chief operating decision-maker or “CODM”) to allocate resources and assess performance for the entire Company. The CODM does not evaluate performance or allocate resources based on other income or expenses, and therefore such information is not allocated across its reportable segments. Other income or expenses which are not allocated to reportable segments are presented in the consolidated statements of operations and comprehensive income or loss.

 

Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes.

 

The Company operates three reportable business segments:

 

●	Service business – provision of corporate advisory and business solution services
●	Digital business – provision of digital platform and trading of digital assets
●	Real estate business – trading or leasing of commercial real estate properties in Hong Kong and Malaysia

 

The Company had no inter-segment sales for the years presented. Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the summarized financial information concerning the Company’s reportable segments is shown as below:

 

(a) By Categories

 

Currently, the Company has three reportable segments that are based on the following business units: service business, digital business and real estate business, respectively.

 

Service business

 

The changes in the performance results for the three months ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

SCHEDULE OF SUMMARIZED FINANCIAL INFORMATION

		2026				2025				$				%
		For the three months ended March 31,								Change
		2026				2025				$				%
Revenues from external customers		$	295,638			$	288,878				6,760				2	%
Revenues from related parties			15,108				21,975				(6,867	)			(31	)%
Cost of revenues			(108,775	)			(89,853	)			(18,922	)			21	%
General and administrative expenses			(1,171,120	)			(850,373	)			(320,747	)			38	%
Loss from operations		$	(969,149	)		$	(629,373	)			(339,776	)			54	%

 

The changes in equity securities investments without readily determinable fair values (“Equity-Method Investments”), total assets, and capital expenditure for long-lives assets for the period ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

 

		2026				2025				$				%
		As of and for the three months ended March 31,								Change
		2026				2025				$				%
Equity-Method Investments		$	17,000,000			$	12,073				16,987,927				140,710	%
Total assets		$	20,255,850			$	4,561,630				15,694,220				344	%
Expenditures for additions to long-lived assets		$	-			$	-				-				-	%

 

 

Digital business

 

The changes in the performance results for the three months ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

 

		2026				2025				$				%
		For the three months ended March 31,								Change
		2026				2025				$				%
Revenues from external customers		$	78,459			$	26,256				52,203				199	%
Revenues from related parties			-				-				-				-	%
Cost of revenues			-				-				-				-	%
General and administrative expenses			(42,511	)			(98,516	)			56,005				(57	)%
Loss from operations		$	35,948			$	(72,260	)			108,208				(150	)%

 

The changes in Equity-Method Investments, total assets, and capital expenditure for long-lives assets for the period ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

 

		2026				2025				$				%
		As of and for the three months ended March 31,								Change
		2026				2025				$				%
Equity-Method Investments		$	-			$	-				-				-	%
Total assets		$	730,761			$	761,542				(30,781	)			(4	)%
Expenditures for additions to long-lived assets		$	-			$	-				-				-	%

 

Real estate business

 

The changes in the performance results for the three months ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

 

		2026				2025				$				%
		For the three months ended March 31,								Change
		2026				2025				$				%
Revenues from external customers		$	16,181			$	15,646				535				3	%
Revenues from related parties			-				-				-				-	%
Cost of revenues			(3,974	)			(3,789	)			(185	)			5	%
General and administrative expenses			(3,889	)			843				(4,732	)			(561	)%
Income from operations		$	8,318			$	12,700				(4,382	)			(35	)%

 

The changes in Equity-Method Investments, total assets, and capital expenditure for long-lives assets for the period ended March 31, 2026, and 2025 by reportable segment / business unit are as follows:

 

		2026				2025				$				%
		As of and for the three months ended March 31,								Change
		2026				2025				$				%
Equity-Method Investments		$	-			$	-				-				-	%
Total assets		$	902,175			$	996,219				(94,044	)			(9	)%
Expenditures for additions to long-lived assets		$	-			$	-				-				-	%

 

 

(b) By Geography

 

The Company principally operates in three regions, including Hong Kong, Malaysia and China.

 

The distribution of revenues and significant expenses for the three months ended March 31, 2026, by region is as follows:

 

		Hong Kong				Malaysia				China				Total
		For the three months ended March 31, 2026
		Hong Kong				Malaysia				China				Total
Revenues from external customers		$	204,277			$	141,257			$	44,744			$	390,278
Revenues from related parties			7,167				7,941				-				15,108
Cost of revenues			(59,239	)			(27,819	)			(25,691	)			(112,749	)
Advertising and marketing expenses			(22,497	)			-				(3,820	)			(26,317	)
Audit, legal and other professional fees			(90,737	)			(2,300	)			(1,701	)			(94,738	)
Consulting fees			(1,917	)			(24,079	)			-				(25,996	)
Depreciation and amortization			(24,661	)			(8,903	)			(15,897	)			(49,461	)
Directors’ salaries and compensation			(166,416	)			-				-				(166,416	)
Staff costs including salaries and allowances, pensions, and other benefits			(121,611	)			(53,729	)			(153,243	)			(328,583	)
IT and computer expenses			(2,413	)			(2,956	)			(513	)			(5,882	)
Other general and administrative expenses			(31,988	)			(30,170	)			(457,969	)			(520,127	)
Loss from operations		$	(310,035	)		$	(758	)		$	(614,090	)		$	(924,883	)

 

The distribution of Equity-Method Investments and total assets as of March 31, 2026, and expenditures for long-lived assets for the three months ended March 31, 2026, respectively, by region is as follows:

 

		Hong Kong				Malaysia				China				Total
		As of and for the three months ended March 31, 2026
		Hong Kong				Malaysia				China				Total
Equity-Method Investments		$	17,000,000			$	-			$	-			$	17,000,000
Total assets		$	19,158,773			$	1,272,218			$	1,457,795			$	21,888,786
Expenditures for additions to long-lived assets		$	-			$	-			$	-			$	-

 

 

The distribution of revenues and significant expenses for the three months ended March 31, 2025, by region is as follows:

 

		Hong Kong				Malaysia				China				Total
		For the three months ended March 31, 2025
		Hong Kong				Malaysia				China				Total
Revenues from external customers		$	217,832			$	68,877			$	44,071			$	330,780
Revenues from related parties			5,787				16,188				-				21,975
Cost of revenues			(46,143	)			(27,013	)			(20,486	)			(93,642	)
Advertising and marketing expenses			(32,017	)			-				(3,328	)			(35,345	)
Audit, legal and other professional fees			(93,180	)			(2,330	)			-				(95,510	)
Consulting fees			-				(17,214	)			-				(17,214	)
Depreciation and amortization			(25,764	)			(8,826	)			(25,428	)			(60,018	)
Directors’ salaries and compensation			(167,220	)			-				-				(167,220	)
Staff costs including salaries and allowances, pensions, and other benefits			(234,507	)			(78,304	)			(83,347	)			(396,158	)
IT and computer expenses			(2,374	)			(49,469	)			(405	)			(52,248	)
Other general and administrative expenses			(86,009	)			(27,516	)			(10,808	)			(124,333	)
Loss from operations		$	(463,595	)		$	(125,607	)		$	(99,731	)		$	(688,933	)

 

The distribution of Equity-Method Investments and total assets as of March 31, 2025, and expenditures for long-lived assets for the three months ended March 31, 2025, respectively, by region is as follows:

 

		Hong Kong				Malaysia				China				Total
		As of and for the three months ended March 31, 2025
		Hong Kong				Malaysia				China				Total
Equity-Method Investments		$	12,073			$	-			$	-			$	12,073
Total assets		$	2,648,130			$	1,329,721			$	2,341,540			$	6,319,391
Expenditures for additions to long-lived assets		$	-			$	-			$	-			$	-

 

NOTE 9 – SUBSEQUENT EVENTS

 

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

 

On November 20, 2025, the Company filed a Current Report on Form 8-K including the Acquisition Agreement as an exhibit with the SEC. The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, subject to the terms set forth therein.

 

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the Company is required to issue to the Seller aggregate closing consideration consisting of 800,000 restricted shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), valued at $1.50 per share, for an aggregate value of $1,200,000 (the “Consideration”).

 

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. In consideration, the Company issued to the Seller 800,000 shares of its Common Stock.

 

On April 28, 2026, we entered into a subscription agreement (the “Subscription Agreement”) with our Chief Executive Officer, President and Director, Mr. Lee Chong Kuang, (the “Purchaser”) providing for the private placement of 107,310 shares of Common Stock at a per share purchase price of $2.3297 (the “Offering”) for aggregate gross proceeds of $250,000. The Offering closed on April 28, 2026.

 

 

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, 2025 filed with the Securities and Exchange Commission on March 30, 2026 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis should also be read together with our financial statements and the notes on the financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in several places in this report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not 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 Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Greenpro Capital Corp. (the “Company” or “Greenpro”) was incorporated in the State of Nevada on July 19, 2013. We provide cross-border business solutions and accounting outsourcing services to small and medium-sized businesses located in Asia, with an initial focus on Hong Kong, China and Malaysia. Greenpro provides a range of services as a package solution (the “Package Solution”) to our clients, and we believe that our clients can reduce their business costs and improve their revenues.

 

In addition to our business solution services, we also operate a venture capital business through Greenpro Venture Capital Limited, an Anguilla corporation. One of our venture capital business segments focuses on (1) establishing a business incubator for start-up and high-growth companies to support such companies during critical growth periods, which will include education and support services, and (2) searching for investment opportunities in selected start-up and high-growth companies, which may generate significant returns to the Company. Our venture capital business focuses on companies located in Southeast Asia and East Asia, including Hong Kong, China, Malaysia, Thailand, and Singapore. Another venture capital business segment focuses on rental activities of commercial properties and the sale of investment properties.

 

One of our Labuan subsidiaries, Green-X Corp. (“Green-X”), was approved and compliant with all the requirements by Labuan Financial Services Authority (Lembaga Perkhidmatan Kewangan Labuan) in 2022 to establish a platform under Part IX of the Labuan Financial Services and Securities Act 2010 (LFSSA), pursuant to Section 134 of the LFSSA.

 

Green-X is a platform operator licensed under the LFSSA whereby security token issuers (“Issuers”) offer their security tokens for subscription and trading by investors (“Investors”) through the Green-X digital asset exchange (“Green-X DAX”) platform. ISRA International Consulting Sdn. Bhd. (“ISRA Consulting” or “Shariah Adviser of the platform”) is responsible for advising on and ensuring end-to-end Shariah compliance for the Green-X DAX platform’s operations.

 

ISRA Consulting issued a Shariah pronouncement for the Green-X DAX platform (the “Pronouncement”) on June 22, 2023. The Pronouncement was valid for one (1) renewable year from the signing date. Following the expiration of the Pronouncement, ISRA Consulting conducted a Shariah review exercise in preparation for its renewal. The Shariah review followed a specific methodology and serves as the basis for the renewal decision. Pursuant to the Shariah review, the Green-X DAX platform’s operations and related documents complied with the principles of Shariah. The Pronouncement was renewed on September 20, 2024, and is subject to further renewal from September 20, 2025, for one (1) year. As of the date of this report, the renewal process is still in progress.

 

 

Results of Operations

 

During the three months ended March 31, 2026, and 2025, we operated in three regions: Hong Kong, China and Malaysia. We derived revenues from the provision of business services, digital platform services and trading of digital assets, and leasing or trading of our commercial properties, respectively.

 

Comparison of the three months ended March 31, 2026, and 2025

 

Total revenues

 

Total revenue was $405,386 and $352,755 for the three months ended March 31, 2026, and 2025, respectively. The increase of $52,631 was primarily due to an increase in digital revenue. We expect revenue from our digital business to steadily grow as we are developing our digital platform and trading businesses.

 

Service Business Revenue

 

Revenue from the provision of business services was $310,746 and $310,853 for the three months ended March 31, 2026, and 2025, respectively. It was derived principally from the provision of business consulting and advisory services, as well as company secretarial, accounting, and financial analysis services. Service business revenue maintained stable as compared to the same period in 2025.

 

Digital Revenue

 

Revenue from the digital platform and trading was $78,459 and $26,256 for the three months ended March 31, 2026, and 2025, respectively. It was derived from trading of other digital assets of $78,459 and $26,256 for the three months ended March 31, 2026, and 2025, respectively. We experienced an increase in digital revenue as an increase in the trading volume during 2026.

 

Real Estate Business

 

Rental Revenue

 

Revenue from rentals was $16,181 and $15,646 for the three months ended March 31, 2026, and 2025, respectively. It was derived from the leasing properties in Malaysia and Hong Kong. We expect our rental income to be stable.

 

Sale of Properties

 

There was no revenue generated from the sale of real estate properties for the three months ended March 31, 2026, and 2025, respectively.

 

 

Total operating costs and expenses

 

Total operating costs and expenses were $1,330,269 and $1,041,688 for the three months ended March 31, 2026, and 2025, respectively. They consist of cost-of-service revenue, cost of digital revenue, cost of rental revenue and general and administrative (“G&A”) expenses. The Company incurred $1,217,520 and $948,046 of G&A expenses for the three months ended March 31, 2026, and 2025, respectively.

 

Loss from operations for the three months ended March 31, 2026, and 2025 was $924,883 and $688,933, respectively. An increase in loss from operations was mainly due to an increase in G&A expenses of $269,474 for the three months ended March 31, 2026.

 

Cost of Service Business Revenue

 

Cost of revenue from the provision of services was $108,775 and $89,853 for the three months ended March 31, 2026, and 2025, respectively. It primarily consists of employee compensation and related payroll benefits, company formation costs, and other professional fees, directly attributable to costs related to the services rendered.

 

We experienced an increase in other professional fees directly attributable to the provision of services for the three months ended March 31, 2026.

 

Cost of Digital Revenue

 

There was no cost incurred for the provision of digital platform services and trading of digital assets for the three months ended March 31, 2026, and 2025, respectively. It primarily consists of the cost of technical advisory and IT support to blockchain-based services directly attributable to the cost of a digital platform and digital assets.

 

Cost of Rental Revenue

 

The cost of rental revenue was $3,974 and $3,789 for the three months ended March 31, 2026, and 2025, respectively. It includes the costs associated with governmental charges, repairs and maintenance, property management fees and insurance, depreciation, and other related administrative costs. Utility expenses are borne and paid directly by individual tenants.

 

Cost of Real Estate Property Sold

 

During the three months ended March 31, 2026, and 2025, no real estate property was sold, and hence no cost was incurred.

 

General and Administrative Expenses

 

G&A expenses were $1,217,520 and $948,046 for the three months ended March 31, 2026, and 2025, respectively. For the three months ended March 31, 2026, our G&A expenses primarily consisted of staff costs of $328,583, directors’ salaries and compensation of $166,416, customer compensation of $444,453 due to dissatisfaction with our regional support in PRC, advertising and marketing expenses of $26,317, consulting fees of $25,996, depreciation and amortization of $49,461, IT and computer expenses of $5,882, legal service fees of $54,201, other professional fees of $40,537, and operating lease costs of $27,496. For the three months ended March 31, 2025, our G&A expenses primarily consisted of staff costs of $396,158, directors’ salaries and compensation of $167,220, advertising and marketing expenses of $35,345, consulting fees of $17,214, depreciation and amortization of $60,018, IT and computer expenses of $52,248, legal service fees of $44,397, other professional fees of $51,113, and operating lease costs of $28,654. The increased G&A expense of $269,474 was mainly derived from the customer compensation of $444,453, offset by the decrease of staff costs of $67,575, depreciation and amortization of $10,557, IT and computer expenses of $46,366 and other professional fees of $10,576 during the same period in 2026. We expect our G&A expenses will slightly increase as we are developing our digital platform business through our Labuan subsidiary, Green-X Corp., and the digital banking businesses through another Labuan subsidiary, Global Business Hub Limited.

 

 

Other Income

 

Net other income was $13,307 and $53,867 for the three months ended March 31, 2026, and 2025, respectively. For the three months ended March 31, 2026, the other net income mainly consisted of other gains of $13,248 and interest income of $1,541, offset by fair value loss on digital assets of $1,290. For the three months ended March 31, 2025, the other net income mainly consisted of gain on disposal of investment of $39,800, other gains of $18,034 and interest income of $2,884, offset by fair value loss on digital assets of $6,765.

 

Net Loss

 

Net loss was $911,576 and $635,576 for the three months ended March 31, 2026, and 2025, respectively. The increase in net loss was mainly due to an increase in G&A expenses in 2026.

 

There were no seasonal aspects that had a material effect on the financial condition or results of operations of the Company.

 

Other than as disclosed elsewhere in this Quarterly Report, we are not aware of any trends, uncertainties, demands, commitments or events for the three months ended March 31, 2026 that are reasonably likely to have a material adverse effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

 

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 March 31, 2026.

 

Contractual Obligations

 

As of March 31, 2026, one of our subsidiaries, has an operating lease agreement for one office space in Hong Kong with a non-cancellable term of one year from March 15, 2026, to March 14, 2027, and a cancellable term of one year from March 15, 2027, to March 14, 2028.

 

On March 31, 2026, the future minimum rental payments under this lease in the aggregate are approximately $73,761 and are due as follows: 2026: $57,970 and 2027: $15,791, respectively.

 

In June 2023, one of our subsidiaries in Malaysia purchased a motor vehicle, and the majority of the purchase of $18,957 was funded by Maybank Islamic under a finance lease agreement with a term of five years commencing from June 3, 2023, to June 2, 2028. As of March 31, 2026, the future minimum lease payments under this lease in the aggregate are approximately $11,023 and are due as follows: 2026: $3,817; 2027: $5,089, and 2028: $2,117.

 

Related Party Transactions

 

For the three months ended March 31, 2026, and 2025, related party service revenue totaled $15,108 and $21,975, respectively.

 

For the three months ended March 31, 2026, related party service revenue principally included service revenue generated from Greenpro Trust Limited (“GTL”) of $5,751 and Forekast Limited (“Forekast”) of $6,635, in aggregate representing approximately 82% of the related party service revenue and 4% of the service revenue for the three months ended March 31, 2026.

 

For the three months ended March 31, 2025, related party service revenue principally included service revenue generated from SEATech Ventures Corp. (“SEATech”) of $13,158, representing approximately 60% of the related party service revenue and 4% of the service revenue for the three months ended March 31, 2025.

 

For the three months ended March 31, 2026, and 2025, cost of service revenue to related parties was $1,983 and $8,396, respectively.

 

For the three months ended March 31, 2026, related party cost of service revenue represented cost of services paid to Falcon Consulting Limited (“FCL”) of $1,983. FCL is wholly owned by the spouse of our Chief Financial Officer, Loke, Che Chan Gilbert (“Mr. Loke”).

 

For the three months ended March 31, 2025, related party cost of service revenue included cost of services paid to Falcon Management Limited (“FML”) of $2,500, FCL of $2,146, and Loke Yu (“Jimmy”) of $3,750, respectively. FML is wholly owned by Mr. Loke and Jimmy is Mr. Loke’s brother.

 

 

For the three months ended March 31, 2026, and 2025, related party G&A expenses totaled $32,405 and $23,152, respectively.

 

For the three months ended March 31, 2026, related party G&A expenses included consulting fees paid to Ms. Yap Pei Ling (“Ms. Yap”), the spouse of our Chief Executive Officer, Mr. Lee, Chong Kuang, of $3,451 and Ms. Yap’s wholly owned company, Bright Interlink Sdn. Bhd. (“BISB”) of $3,787, and FML of $1,917, and management fees paid to Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $23,250, a Malaysian company jointly owned by Mr. Lee and Mr. Loke.

 

For the three months ended March 31, 2025, related party G&A expenses included consulting fees paid to Ms. Yap of $3,469 and BISB of $3,371, and management fees paid to GGCVSB of $16,312, respectively.

 

For the three months ended March 31, 2026, and 2025, related party other income was $2,684 and $16,558, respectively.

 

For the three months ended March 31, 2026, related party other income represents other income generated from Acorn Finance Limited (“Acorn”) of $2,684.

 

For the three months ended March 31, 2025, related party other income included other income generated from Acorn of $2,698 and Greenpro Trust Limited (“GTL”) of $13,860, respectively.

 

For the three months ended March 31, 2026, and 2025, related party interest income was $1,521 and $1,397, respectively.

 

For the three months ended March 31, 2026, related party interest income included interest income generated from GTL of $403 and GTL’s subsidiary, Greenpro Custodian Service Limited (“GCSL”), of $1,118, respectively.

 

For the three months ended March 31, 2025, related party interest income included interest income generated from GTL of $273 and GCSL of $1,124, respectively.

 

For the three months ended March 31, 2025, gain on disposal of related party investment of $39,800 was generated from the sale of common stock of Jocom Holdings Corp. (“Jocom”).

 

For the three months ended March 31, 2025, a reversal of impairment of related party investment of $150 was related to the reversal of impairment of Jocom.

 

 

Amounts due from related parties were $883,795 and $995,640 as of March 31, 2026, and December 31, 2025, respectively. Amounts due to related parties were $821,517 and $101,922 as of March 31, 2026, and December 31, 2025, respectively.

 

As of March 31, 2026, amounts due from related parties mainly included amounts due from Greenpro Global Capital Village Sdn. Bhd. (“GGCVSB”) of $704,224, First Bullion Holdings Inc. (“FBHI”) of $90,000 and Greenpro Trust Limited (“GTL”) of $87,875, while the amounts due to related parties mainly included Ms. Chen Yanhong, a director of our PRC subsidiaries of $493,194, Mr. Lee of $159,364, and Mr. Loke’s majority owned company, Falcon Certified Public Accountants Limited (“FCPA”) of $137,651, respectively.

 

As of December 31, 2025, amounts due from related parties mainly included amounts due from GGCVSB of $815,034, FBHI of $90,000 and GTL of $88,909, while the amounts due to related parties mainly included FCPA of $91,209.

 

As of March 31, 2026, the accounts payable to a related party was due to Falcon Consulting Limited (“FCL”) of $1,392.

 

Deferred costs of revenue to related parties were $6,250 as of March 31, 2026, and December 31, 2025, respectively.

 

As of March 31, 2026, and December 31, 2025, deferred costs of revenue to related parties were $3,750 and $2,500 associated with Mr. Loke’s brother, Jimmy and Falcon Management Limited (“FML”), respectively.

 

As of March 31, 2026, the Company held an investment in Forekast Limited with a carrying value of $17,000,000. This investment was acquired during the three months ended March 31, 2026 through the issuance of the Company’s common stock. Following the transaction, Forekast Limited became an affiliate of the Company.

 

Related parties primarily include the Company’s subsidiaries, affiliates, and other entities in which the Company has significant influence or control, as well as key management personnel and their affiliates. Transactions with related parties are disclosed in accordance with applicable accounting guidance. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional details regarding related party transactions.

 

Critical Accounting Policies and Estimates

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to, among others, the allowance for doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets, including goodwill, valuation allowance on deferred income taxes, and the accrual of potential liabilities. Actual results may differ from these estimates.

 

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the provision of digital platforms and trading of digital assets (“digital revenue”), revenue from the rental of real estate properties, and the sale of real estate properties (“real estate revenue”).

 

Impairment of long-lived assets

 

Long-lived assets primarily include real estate held for investment, property and equipment, and intangible assets. In accordance with the provisions of ASC 360, the Company generally conducts its annual impairment evaluation of its long-lived assets in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying amount of the asset. In addition, for real estate held for sale, an impairment loss is the adjustment to fair value less estimated cost to dispose of the asset.

 

Goodwill

 

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized; rather, it is tested for impairment annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform its annual impairment testing for its reporting units on December 31 of each fiscal year.

 

Digital assets

 

Effective January 1, 2025, the Company adopts Accounting Standards Update (ASU) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This update requires the Company subsequently to remeasure its crypto assets at fair value in the consolidated balance sheets and record gains and losses from remeasurement in net income (loss) in the consolidated statements of operations.

 

The Company determines the fair value of its crypto assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurements, based on quoted (unadjusted) prices on the exchange market. The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicates that it is more likely than not that any of the assets are impaired.

 

Derivative financial instruments

 

Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables, such as interest rate, security price, variable conversion rate or other variables, require no initial net investment and permit net settlement. The derivative financial instruments may be free-standing or embedded in other financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company follows the provision of ASC 815, Derivatives and Hedging, for derivative financial instruments that are accounted for as liabilities. The derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. At each reporting date, the Company reviews its convertible securities to determine that their classification is appropriate.

 

Recent accounting pronouncements

 

Refer to Note 1 in the accompanying financial statements.

 

 

Liquidity and Capital Resources

 

Our cash balance on March 31, 2026, was $540,914, as compared to $636,659 on December 31, 2025, a decrease of $95,745. We estimate we may have sufficient cash available to meet our anticipated working capital for the next twelve months upon improving its profitability and the continuing financial support from its major shareholders.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the three months ended March 31, 2026, the Company incurred a net loss of $911,576 and net cash used in operations of $928,413, and as of March 31, 2026, the Company incurred an accumulated deficit of $41,158,288. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

 

Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

 

Operating activities

 

Net cash used in operating activities was $928,413 and $240,942 for the three months ended March 31, 2026, and 2025, respectively. The net cash used in operating activities in 2026 primarily consisted of a net loss of $911,576, an increase in prepaids and other current assets of $33,158 and a decrease in deferred revenue of $88,535, offset by a decrease in digital assets of $33,696 and a decrease in deferred costs of revenue of $41,772. For the three months ended March 31, 2026, non-cash adjustments totaled $50,825, which was comprised of non-cash expenses from the provision for credit losses of $74, fair value loss on digital assets of $1,290 and depreciation and amortization of $49,461.

 

The net cash used in operating activities in 2025 primarily consisted of an increase in prepaids and other current assets of $29,671 and a decrease in accounts payable and accrued liabilities of $158,488. For the three months ended March 31, 2025, non-cash adjustments totaled $67,846, which was comprised of non-cash expenses from the provision for credit losses of $41,013, fair value loss on digital assets of $6,765 and depreciation and amortization of $60,018, offset by non-cash income from gain on disposal of investment of $39,800 and reversal of impairment of investment of $150.

 

Investing activities

 

Net cash provided by investing activities was $0 and $39,950 for the three months ended March 31, 2026, and 2025, respectively.

 

Financing activities

 

Net cash provided by financing activities was $830,331 and $6,959 for the three months ended March 31, 2026, and 2025, respectively.

 

Cash provided by financing activities in 2026 was the advance payments from related parties of $831,440, offset by the principal repayment of finance lease liabilities of $1,109.

 

 

Cybersecurity

 

Risk management and strategy

 

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

 

Managing Material Risks & Integrated Overall Risk Management

 

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

 

Oversee Third-Party Risk

 

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the system and organization controls (SOC) reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

 

Risks from Cybersecurity Threats

 

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the period ended March 31, 2026. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future, such an incident may have a material effect, including on our operations, business strategy, operating results, or financial condition.

 

Governance

 

Our board of directors is responsible for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Audit Committee. Our executive management team informs our Audit Committee on cybersecurity risks on a regular basis, at least once per year.

 

The Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management, including relating to cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including processes and policies for determining risk tolerance, and reviews management’s strategies for adequately mitigating and managing identified risks, including risks relating to cybersecurity threats.

 

Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on such evaluation, our principal executive officer and principal financial officer have concluded that the disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting for the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

Our management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some people, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On August 24, 2021, Millennium Fine Art Inc. (“MFAI”) filed a complaint against the Company in the 8th District Court of Clark County, State of Nevada, captioned Millennium Fine Art Inc. v. Greenpro Capital Corp. (Case No. A-21-840033-B). MFAI alleges that on or about April 21, 2021, MFAI and the Company entered into a contract (the “Contract”) pursuant to which MFAI agreed to create approximately 7,700 non-fungible tokens (“NFTs”) in exchange for $16 million in shares of the Company’s common stock. MFAI contends that the Company breached the Contract by refusing delivery of the NFTs and failing to issue the agreed-upon shares. The complaint asserts cause of action for breach of contract, special damages, and promissory estoppel, and seeks approximately $66 million in damages, specific performance of the alleged Contract, and attorney’s fees and costs.

 

On October 18, 2021, the Company filed a motion, denying all the material allegations of the complaint, and seeking to stay the litigation and compel arbitration pursuant to the purported the Contract’s arbitration clause. The Company’s motion sought only to enforce the arbitration provision and otherwise denied the existence of a valid and binding contract. Over MFAI’s opposition, the court granted the Company’s motion and stayed the proceeding pending arbitration.

 

On or about April 1, 2022, MFAI filed a Request for Arbitration with Judicial Arbitration and Mediation Services, Inc. (JAMS). The Company subsequently filed its Statement of Answer, denying the material allegations and asserting that the claims are without merit. The arbitration remains in the discovery phase, and the Company intends to vigorously defend this matter. A final arbitration hearing is currently scheduled to be held in Las Vegas, Nevada, from July 14 through July 17, 2026.

 

The Company is currently unable to reasonably estimate the possible loss or range of losses, if any, that may result from this proceeding. Management does not believe, based on information presently available, that the outcome of this matter will have a material adverse effect on the Company’s financial condition or results of operations; however, an adverse determination could have such an effect.

 

Item 1A. Risk Factors.

 

Except as set forth below, there have been no material changes to the risk factors disclosed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026. The following additional risk factors relate primarily to our subsidiary, Green-X Corp. (“Green-X”), and its digital-asset exchange operations and reflect material developments in the blockchain and digital-asset industry since that filing.

 

Summary of Risk Factors

 

Our business, operations, and the market for our Common Stock are subject to numerous risks, uncertainties, and other factors that could materially and adversely affect our results of operations, financial condition, liquidity, reputation, or the trading price of our securities. The following summary highlights, in condensed form, the principal risks described in greater detail throughout this section. This summary should be read together with the complete discussion below and does not contain all the information that may be important to investors.

 

	●	Volatile Digital-Asset Markets – Prices and trading volumes of digital assets fluctuate dramatically and may decline for extended periods. Sustained downturns can significantly reduce transaction activity and fee revenue on our platform.
	●	Evolving and Conflicting Regulatory Regimes – Global authorities continue to debate whether and when digital assets constitute securities, commodities, or other regulated instruments. Inconsistent or changing interpretations may subject our activities to registration, licensing, or enforcement risks.
	●	Dependence on Market Makers and Liquidity Providers – A limited number of institutional market participants account for a substantial portion of trading volume. Loss or reduction of their participation could impair liquidity and revenue.
	●	Cybersecurity Threats and Technology Failures – Our systems, and those of our vendors and counterparties, are vulnerable to cyberattacks, data breaches, distributed-denial-of-service incidents, and operational errors that could compromise customer assets or data.
	●	Custody and Safeguarding of Digital Assets – Loss or compromise of private keys, internal control failures, or third-party custodian insolvency could result in the permanent loss of company or customer assets.
	●	Reliance on Third-Party Service Providers – We depend on banking partners, payment processors, cloud-hosting providers, and other vendors. Disruption or termination of these relationships could materially affect operations and liquidity.
	●	Cross-Border Operational and Currency Risks – Our primary subsidiaries operate in Malaysia, Hong Kong, and other jurisdictions, exposing us to foreign-exchange volatility, political and regulatory uncertainty, and data-privacy or capital-control restrictions.
	●	Competition and Technological Disruption – The digital-asset industry evolves rapidly. Decentralized-finance protocols, decentralized exchanges, and AI-driven trading platforms may reduce the relevance of centralized exchanges like ours.
	●	Financing and Capital-Market Constraints – Our ability to raise capital depends on market conditions and investor confidence in the digital-asset sector. Adverse trends may limit access to financing or increase dilution.
	●	Reputation and Brand Risks – Negative publicity, social-media criticism, or association with market failures at other exchanges could harm our reputation and discourage users or partners.
	●	Legal Proceedings and Enforcement Actions – Regulatory inquiries or litigation, even if meritless, could result in substantial costs, diversion of management time, and reputational damage.
	●	Economic, Political, and Global Events – Macroeconomic conditions, banking crises, or geopolitical conflicts could reduce investor appetite for risk assets and limit trading volumes.
	●	Internal-Control and Governance Risks – Rapid business expansion and the integration of new technology increase the difficulty of maintaining effective internal control over financial reporting and disclosure controls as required under Exchange Act Rules 13a-15 and 15d-15.
	●	Forward-Looking Uncertainties – Many of our plans and expectations involve assumptions regarding regulatory acceptance, technological change, and market growth that may prove incorrect, leading to material differences in actual outcomes.

 

Investors should carefully consider each of these risks, as well as the detailed discussion that follows, before making an investment or holding decision regarding our securities.

 

 

Risks Relating to Green-X and Its Business of Digital Asset Exchange

 

The slowing or stopping of the development or acceptance of blockchain networks and blockchain-based assets could have a material adverse effect on the successful development and adoption of our business.

 

Our business depends on the continued growth, development, and acceptance of blockchain networks, digital assets, and related technologies, which are subject to a high degree of uncertainty. Key factors influencing the further development of blockchain networks and digital assets include the global adoption of digital assets and blockchain technology; regulatory and quasi-government restrictions on access to and operation of blockchain networks; and the maintenance of open-source protocols that support blockchain networks. Additional factors, such as shifts in consumer demographics and public preferences, the availability of alternative transaction methods, the potentially speculative nature of digital assets, and economic conditions domestically and globally, also contribute to this uncertainty. If blockchain adoption, acceptance, or functionality slows, halts, or changes in a way that diminishes our ability to grow our exchange and custody businesses, our financial condition and growth prospects could be materially and adversely affected.

 

The future development and growth of the digital asset industry is subject to a variety of factors that are difficult to predict and evaluate.

 

If the market for digital assets declines or does not grow as we expect in terms of value, volume, or demand, our business, operating results, and financial condition could be materially adversely affected. Further, the future growth and development of the digital asset ecosystem is uncertain. Blockchain technology, digital assets, smart contracts, dApps, and DeFi are components of a new and evolving paradigm that is subject to a variety of factors that are difficult to evaluate, including:

 

	●	extreme price volatility or “black swan” events (i.e., highly improbable, unexpected occurrences with significant consequences that are extremely difficult to predict beforehand) with respect to different digital assets;
	●	many blockchain networks have limited operating histories and are still in the process of development, which will affect the design, supply, issuance, functionality, and governance of their respective digital assets and underlying blockchain networks. Any of these factors could adversely affect their respective digital assets;
	●	many blockchain networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, and adversely affect the associated digital assets;
	●	technical issues, such as bugs or vulnerabilities in protocols, have led to disabled functionalities, exposure of personal information, and theft of users’ assets. These issues often require resolution by global miners, users, and developer communities, and their recurrence could undermine trust in digital assets;
	●	with respect to hardware used in connection with wallets and blockchain networks generally, there are risks related to technological obsolescence, the vulnerability of the global supply chain and difficulty in obtaining new hardware;
	●	several large networks, including Bitcoin, Ethereum, and Solana, are developing new features to address fundamental speed, scalability, and energy usage issues. If these issues are not successfully addressed or are unable to achieve widespread adoption, they could adversely affect the underlying digital assets;
	●	many digital assets and their underlying blockchain networks have identified security issues, bugs, and software errors, some of which have been exploited by malicious actors. There are also inherent security weaknesses in some digital assets, e.g., when creators of certain blockchain networks use procedures which could allow hackers to counterfeit tokens. Any weaknesses identified with a digital asset could adversely affect its price, security, liquidity, and adoption. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of these computers) obtains a majority of the compute or staking power on a blockchain network, the actor or botnet might be able to manipulate transactions, which could cause significant financial losses to holders, damage the network’s reputation and security, and adversely affect its value;
	●	the development of new technologies for mining, such as improved application-specific integrated circuits, and changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks, lead to increased liquid supply of digital assets, and reduce a digital asset’s price and attractiveness;
	●	if rewards and transaction fees for miners or validators on any blockchain network are not sufficiently high to attract and retain miners or validators, a digital asset’s network security and speed may be adversely affected, increasing the likelihood of a malicious attack;
	●	many digital assets have concentrated ownership or an admin key, allowing a small group of holders to have significant unilateral control and influence over key decisions related to their blockchain networks or protocols, such as governance decisions and protocol changes, as well as the market price of such digital assets;
	●	governance of many decentralized blockchain networks and protocols is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular blockchain network or protocol, a lack of incentives for developers to maintain or develop the network or protocol, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network or protocol’s utility and ability to respond to challenges and grow;
	●	many blockchain networks and protocols are in the early stages of developing partnerships and collaborations, any one or more of which may not succeed and adversely affect the usability and adoption of their respective digital assets;
	●	digital assets have only recently become selectively accepted as a means of payment by retail and commercial outlets, and the use of digital assets by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to (i) process funds for digital asset transactions; (ii) process wire transfers to or from digital asset exchanges, digital asset-related companies, and service providers; or (iii) maintain accounts for persons or entities transacting in crypto assets. As a result, the prices of various digital assets are largely determined by speculators, miners and validators, thus contributing to price volatility, which makes retailers less likely to accept digital assets as a form of payment in the future;
	●	banks may not provide or may cut off banking services to businesses that provide digital asset-related services or that accept digital assets as payment, which could harm our banking infrastructure, limit us from operating in certain jurisdictions or limit product or service offerings, dampen liquidity in the market, and damage public perception of digital assets generally or any one digital asset in particular (such as bitcoin) and their or our utility as a payment system. These actions could decrease the price of crypto assets generally or individually;
	●	there is a lack of liquid markets in certain digital assets, and these markets are subject to possible manipulation;
	●	certain digital assets have concentrated ownerships, and large sales or distributions by holders of such digital assets, or “whales,” could have an adverse effect on the market price of such digital assets; and
	●	the characteristics of digital assets have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, and ransomware scams.

 

Acceptance and/or widespread use of digital assets are uncertain, and the prices of digital assets can be extremely volatile. For example, since 2023, the trading price of bitcoin has fluctuated from a low of approximately $16,000 to highs above $100,000. Our revenue is substantially dependent on the prices of digital assets and the volume of digital asset transactions conducted on our platform. If such price or volume declines, this will materially adversely affect our business, operating results, and financial condition.

 

 

Our operating results have and will significantly fluctuate, due to inherent volatility associated with the digital asset industry, including, but not limited to, the price of digital assets, regulatory scrutiny of certain digital assets or related products and services, or changes in applicable laws.

 

Our operating results are dependent on digital assets and the broader digital asset industry. Due to the highly volatile nature of the digital asset industry and the prices of digital assets, which have experienced and continue to experience significant volatility, our operating results have, and will continue to, fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader digital asset industry. Our operating results will continue to fluctuate significantly because of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

 

	●	our dependence on offerings that are, in turn, dependent on digital asset trading activity, including trading volume and the prevailing trading prices for digital assets, whose trading prices and volume can be highly volatile;
	●	our ability to attract, maintain, and grow our user base and engage our users;
	●	changes in the legislative or regulatory environment, or actions by U.S. or foreign governments or regulators, including fines, orders, or consent decrees;
	●	regulatory changes or scrutiny that impact on our ability to offer certain products or services;
	●	increased regulatory certainty, which could lead to greater competition from traditional financial services firms and other competitors with broader access to financial resources;
	●	our ability to continue to diversify and grow our revenue;
	●	pricing of or temporary suspensions of our products and services;
	●	investments we make in the development of products and services, as well as international expansion and sales and marketing;
	●	adding digital assets to, or removing them from, our platform;
	●	our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third parties;
	●	market conditions of, and overall sentiment towards, the digital asset industry;
	●	macroeconomic conditions, including interest rates, inflation, and instability in the global banking system;
	●	adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings and enforcement-related costs;
	●	the development and introduction of existing and new products and services by us or our competitors or the emergence of new competitors;
	●	our ability to control costs, including operating expenses incurred to grow and expand our operations and remain competitive;
	●	system failure, outages, or interruptions, including with respect to our digital asset platform and third-party digital asset networks, which have occurred in the past and will likely occur in the future;
	●	our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches, and losses;
	●	breaches of security or privacy;
	●	real or perceived improper or unauthorized use of, disclosure of, or access to confidential, proprietary, personal, or sensitive data; and
	●	our ability to attract and retain talent.

 

As a result of these factors, it is difficult for us to forecast growth trends accurately, and our business and prospects are difficult to evaluate. In view of the rapidly evolving nature of our business and the digital asset industry, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may vary significantly from historical or projected rates, and our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of our Common Stock may be volatile.

 

Investors should carefully consider the foregoing risks together with the other information set forth in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, including our condensed consolidated financial statements and the related notes appearing elsewhere herein.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Issuance of 8,500,000 shares on March 31, 2026

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On March 31, 2026 (the “Closing Date”), all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

Set forth below are the details of the Company’s issuance of Common Stock in connection with the minority investment in Forekast described above, as extracted from Annex A to the Share Exchange Agreement during the three months ended March 31, 2026:

 

Name of Shareholder		Shares of Common Stock Issued				Fair Value of Common Stock Issued
BHL Ltd.			3,250,000			$	6,500,000
Moira Venture Limited			750,000				1,500,000
Renhari Limited			1,125,000				2,250,000
Joharne Limited			1,125,000				2,250,000
Crescent East Limited			1,125,000				2,250,000
Stratifi Global Limited			1,125,000				2,250,000
Total			8,500,000			$	17,000,000

 

As of the date of this report, the Company has total 18,033,123 shares of Common Stock issued and outstanding and the Forekast Shareholders collectively hold approximately 47% of the Company’s Common Stock upon the receipt of 8,500,000 shares of Common Stock from the Company.

 

Issuance of 800,000 shares on April 16, 2026

 

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

 

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. In consideration therefor, the Company issued to the Seller 800,000 restricted shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), valued at $1.50 per share, for an aggregate value of $1,200,000 (the “Consideration”).

 

As of the date of this report, the Company has total 18,033,123 shares of Common Stock issued and outstanding and the Seller holds approximately 4.4% of the Company’s Common Stock upon the receipt of 800,000 shares of Common Stock from the Company.

 

Issuance of 107,310 shares on April 28, 2026

 

On April 28, 2026, we entered into a subscription agreement (the “Subscription Agreement”) with our Chief Executive Officer, President and Director, Mr. Lee Chong Kuang, (the “Purchaser”) providing for the private placement of 107,310 shares of Common Stock at a per share purchase price of $2.3297 (the “Offering”) for aggregate gross proceeds of $250,000. The Offering closed on April 28, 2026.

 

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial officer and principal accounting officer
101. INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Greenpro Capital Corp.
Date: May 8, 2026	By:	/s/ Lee Chong Kuang
		Lee Chong Kuang
		President and Chief Executive Officer
		(Principal Executive Officer)

 

Date: May 8, 2026	By:	/s/ Loke Che Chan, Gilbert
		Loke Che Chan, Gilbert
		Chief Financial Officer
		(Principal Financial and Accounting Officer)