Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Greenpro Capital Corp. | |
Entity Central Index Key | 0001597846 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 to Form 10-Q ("Amendment") is to amend our initial filing of a Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed with the Securities and Exchange Commission ("SEC") on November 19, 2018 (the "Initial Filing"). Defined terms used in this Amendment but not defined herein have the meanings ascribed to them in the Initial Filing. On March 30, 2019, our management determined that the Company erroneously recorded the issuance of 906,666 shares for proceeds for $6,800,000 before costs and the issuance of a note receivable to a private company for $6,000,000 when the economic substance of the two transactions was a capital transaction with the Company issuing 906,666 shares of its common stock for $6,800,000,made up of $800,000 cash and $6,000,000 due from a note receivable to be collected in two years. As the Company cannot determine the collectability of the note receivable, the funds will be recognized as a capital contribution when collected. The Company determined the fair value of the 906,666 shares issued was $6 per share based on the Company's contemporaneous public offering price, or $5,440,000. The Company received net cash of $800,000 and the difference of $4,640,000 was recorded as an expense of the transaction. The Company restated its financial statements as of and for the three and nine months ended September 30, 2018, to reflect the transactions as a capital transaction. As a result, notes receivable was decreased by $6,000,000, additional paid in capital was decreased by 1,360,000, the fair value of common stock issued in connection with the financing transaction expense increased by $4,640,000, and net loss increased $4,640,000. As a result, the Companyy's financial statements as of and for the three and nine months ended September 30, 2018, are being restated. The previously filed unaudited condensed consolidated financial statements for those periods should no longer be relied upon. Unless specified, the disclosures provided in this document have not been updated for more current information. Therefore, this Amendment should be read in conjunction with our other filings made with the SEC subsequent to the date of the Initial Filing.The purpose of this Amendment No. 1 to Form 10-Q (“Amendment”) is to amend our initial filing of a Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed with the Securities and Exchange Commission (“SEC”) on November 19, 2018 (the “Initial Filing”). Defined terms used in this Amendment but not defined herein have the meanings ascribed to them in the Initial Filing. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 54,715,287 | |
Trading Symbol | GRNQ | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents (including $158,510 and $166,610 of restricted cash as of September 30, 2018 and December 31, 2017, respectively) | $ 2,625,030 | $ 1,162,394 |
Accounts receivable (net of allowance of $46,507 and $76,222 as of September 30, 2018 and December 31, 2017, respectively) | 190,124 | 345,734 |
Prepaids and other current assets (includes due from related parties of $6,957 and $1,761 as of September 30, 2018 and December 31, 2017, respectively) | 646,960 | 270,760 |
Deferred costs of revenue | 157,211 | 74,990 |
Total current assets | 3,619,325 | 1,853,878 |
Property and equipment, net | 3,036,088 | 3,266,829 |
Real Estate investments: | ||
Real estate held for sale | 2,767,110 | 3,430,641 |
Real estate held for investment, net | 824,757 | 868,984 |
Intangible assets, net | 184,798 | 251,655 |
Goodwill | 1,211,863 | 1,211,863 |
Notes receivable related party | 300,000 | |
Other investments (includes investments in related parties of $301,613 and $51,613 as of September 30, 2018 and December 31, 2017, respectively) | 785,352 | 130,457 |
TOTAL ASSETS | 12,729,293 | 11,014,307 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 470,950 | 768,994 |
Current portion of loans secured by real estate | 147,472 | 928,147 |
Due to related parties | 1,285,488 | 1,813,930 |
Income tax payable | 105,342 | 68,008 |
Deferred revenue | 1,025,450 | 345,000 |
Derivative liabilities | 189,069 | |
Total current liabilities | 3,223,771 | 3,924,079 |
Long term portion of loans secured by real estate | 1,652,991 | 1,842,840 |
Total liabilities | 4,876,762 | 5,766,919 |
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; 54,715,287 and 53,233,960 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 5,472 | 5,323 |
Additional paid in capital | 16,376,192 | 8,465,294 |
Accumulated other comprehensive loss | (148,338) | (40,199) |
Accumulated deficit | (8,527,080) | (3,266,313) |
Total Greenpro Capital Corp. common stockholders' equity | 7,706,246 | 5,164,105 |
Noncontrolling interests in consolidated subsidiaries | 146,285 | 83,283 |
Total stockholders' equity | 7,852,531 | 5,247,388 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 12,729,293 | $ 11,014,307 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 158,510 | $ 166,610 |
Allowance for doubtful accounts receivable | 46,507 | 76,222 |
Due from related parties | 6,957 | 1,761 |
Investments in related party | $ 301,617 | $ 51,613 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 54,715,287 | 53,233,960 |
Common stock, shares outstanding | 54,715,287 | 53,233,960 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
REVENUES: | ||||
Total revenues | $ 1,557,213 | $ 879,754 | $ 3,105,888 | $ 2,279,220 |
OPERATING COSTS AND EXPENSES: | ||||
Cost of service revenue (including $66,000 cost of service to related parties for the three and nine months ended September 30, 2018) | (235,508) | (210,922) | (621,823) | (501,466) |
Cost of real estate properties sold | (655,899) | (751,218) | ||
Cost of rental revenue | (13,180) | (17,737) | (52,615) | (48,639) |
General and administrative | (1,081,170) | (788,735) | (2,720,740) | (2,349,178) |
Total operating costs and expenses | (1,985,757) | (1,017,394) | (4,146,396) | (2,899,283) |
LOSS FROM OPERATIONS | (428,544) | (137,640) | (1,040,508) | (620,063) |
OTHER INCOME (EXPENSE) | ||||
Gain on sale of equity method investment (including $15,000 of gain from related parties for the nine months ended September 30, 2018) | 315,645 | |||
Change in fair value of derivative liabilities | 334,516 | 319,520 | ||
Fair value of common stock issued in connection with financing transaction | (4,640,000) | (4,640,000) | ||
Income from equity method investee | 4,790 | 4,790 | ||
Other income | 1,566 | 22,463 | ||
Interest expense | (6,012) | (8,366) | (93,715) | (23,114) |
LOSS BEFORE INCOME TAX | (4,733,684) | (146,006) | (5,111,805) | (643,177) |
Income tax (expense) benefit | (38,902) | (57,384) | (34,450) | (71,373) |
NET LOSS | (4,772,586) | (203,390) | (5,146,255) | (714,550) |
Net loss (income) attributable to noncontrolling interest | (80,614) | 16,688 | (114,512) | 34,456 |
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS OF GREENPRO CAPITAL CORP. | (4,853,200) | (203,390) | (5,260,767) | (680,094) |
Other comprehensive loss: | ||||
Foreign currency translation income (loss) | (74,852) | 11,883 | (108,139) | 35,726 |
COMPREHENSIVE LOSS | $ (4,928,052) | $ (174,819) | $ (5,368,906) | $ (644,368) |
NET LOSS PER SHARE, BASIC AND DILUTED | $ (0.09) | $ 0 | $ (0.10) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED | 54,529,395 | 53,233,960 | 53,705,826 | 53,001,810 |
Service Revenue [Member] | ||||
REVENUES: | ||||
Total revenues | $ 660,353 | $ 826,290 | $ 1,975,124 | $ 2,139,939 |
Real Estate Properties [Member] | ||||
REVENUES: | ||||
Total revenues | 853,420 | 999,494 | ||
Rental Revenue [Member] | ||||
REVENUES: | ||||
Total revenues | $ 43,440 | $ 53,464 | $ 131,270 | $ 139,281 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Gain from related parties | $ 15,000 |
Service Revenue [Member] | |
Revenue from related parties | 339,422 |
Cost of service, related parties | 66,000 |
Rental Revenue [Member] | |
Revenue from related parties |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance beginning at Dec. 31, 2017 | $ 5,323 | $ 8,465,294 | $ (40,199) | $ (3,266,313) | $ 83,283 | $ 5,247,388 |
Balance beginning, shares at Dec. 31, 2017 | 53,233,960 | |||||
Common stock sold in public offering, net of offering costs of $956,238 | $ 54 | 2,257,062 | 2,257,116 | |||
Common stock sold in public offering, net of offering costs of $956,238, shares | 535,559 | |||||
Common stock sold in private placement, net of offering costs of $102,000 | $ 91 | 697,909 | 698,000 | |||
Common stock sold in private placement, net of offering costs of $102,000, shares | 906,666 | |||||
Fair value of common stock issued in connection with financing transaction | 4,640,000 | 4,640,000 | ||||
Common stock issued for acquisition of equity method investee | $ 4 | 293,261 | 293,265 | |||
Common stock issued for acquisition of equity method investee, shares | 39,102 | |||||
Acquisition of noncontrolling interests | 22,666 | (51,510) | (28,844) | |||
Foreign currency translation | (108,139) | (108,139) | ||||
Net loss | (5,260,767) | 114,512 | (5,146,255) | |||
Balance ending at Sep. 30, 2018 | $ 5,472 | $ 16,376,192 | $ (148,338) | $ (8,527,080) | $ 146,285 | $ 7,852,531 |
Balance ending, shares at Sep. 30, 2018 | 54,715,287 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Common stock offering costs | $ 956,238 |
Private Placement [Member] | |
Common stock offering costs | $ 102,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,146,255) | $ (714,550) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 201,417 | 138,157 |
Provision for bad debts | (29,721) | 46,054 |
Write off of unconsolidated investment | 1,750 | |
Gain on sale of real estate held for sale | (248,276) | |
Change in fair value of derivative liabilities | (319,521) | |
Fair value of common stock issued in connection with financing transaction | (4,640,000) | |
Increase in cash surrender value on life insurance | (33,586) | (18,218) |
Income from equity method investee | (4,790) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 185,294 | (29,221) |
Prepaids and other current assets | (372,793) | (392,721) |
Deferred costs of revenue | (82,220) | (17,072) |
Accounts payable and accrued liabilities | (258,280) | (174,850) |
Income tax payable | 35,338 | 50,934 |
Deferred revenue | 687,689 | 270,000 |
Net cash used in operating activities | (743,954) | (841,487) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (43,659) | (70,938) |
Purchase of intangible assets | (1,068) | |
Proceeds from sales of real estate held for sale | 911,807 | |
Issuance of notes receivable from a related party | (300,000) | |
Purchase of other investments (includes investments in related parties of $250,000 and $205,000, respectively) | (325,000) | (205,000) |
Cash acquired on acquisition of business | 145,354 | |
Net cash provided by / (used in) investing activities | 242,080 | (130,584) |
Cash flows from financing activities: | ||
Proceeds from shares issued for cash, net | 3,463,705 | 984,864 |
Principal payments of loans secured by real estate | (889,290) | (10,390) |
Proceeds from loans secured by real estate | 1,032,258 | |
Acquisition of noncontrolling interests | (28,844) | |
Capital contribution from noncontrolling interest | 180,809 | |
(Repayment to)/advances from related parties | (537,506) | 134,085 |
Net cash provided by financing activities | 2,008,063 | 2,321,626 |
Effect of exchange rate changes in cash and cash equivalents | (43,553) | 88,426 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 1,462,636 | 1,437,981 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,162,394 | 1,021,351 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 2,625,030 | 2,459,332 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 1,818 | |
Cash paid for interest | 117,624 | 23,114 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Fair value of warrants recorded as derivative liabilities included in offering costs | 508,589 | |
Shares issued for acquisition of equity method investee | 293,265 | 851,613 |
Acquisition of lease deposit in settlement of accounts receivable | $ 105,000 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Cash Flows [Abstract] | ||
Notes receivable, related party | $ 300,000 | |
Investments in related parties | $ 250,000 | $ 205,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 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 currently 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, Greenpro Venture Capital Limited provides a business incubator for start-up and high growth companies during their critical growth period and focuses on investments in select start-up and high growth potential companies. In addition to our business consulting and corporate advisory business segment, we operate another business segment that focuses on the acquisition and rental of real estate properties held for investment and the acquisition and sale of real estate properties held for sale. Basis of presentation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2018 and 2017, 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 September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Condensed Consolidated Balance Sheet information as of December 31, 2017 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 13, 2018. 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 over which the Company exercises control, and entities for which the Company is the primary beneficiary. Intercompany transactions and balances were eliminated in consolidation. At September 30, 2018 and December 31, 2017, the consolidated financial statements include noncontrolling interests related to the Company’s ownership of: 80% of Greenpro International Limited and Greenpro Property Development Limited (formerly known as Chief Billion Limited), 60% of Forward Win International Limited, Yabez (Hong Kong) Company Limited, Billion Sino Holdings Limited and Parich Wealth Management Limited, and 51% of Greenpro Capital Village Sdn. Bhd. 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 nine months ended September 30, 2018, the Company incurred a loss from operations of $1,040,508 and used cash in operations of $743,954. 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, 2017 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 shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. On June 12, 2018, the Company sold 535,559 shares of its common stock in an underwritten public offering at $6.00 per share for net proceeds of approximately $2.7 million, after deducting expenses of the offering. On July 18, 2018, the Company sold 906,666 shares of its common stock in a private placement for net proceeds of approximately $698,000. Despite the amount of funds that we have raised, 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 is able to 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 doubtful accounts receivable, impairment analysis of real estate assets and other long-term assets including goodwill, valuation allowance on deferred income taxes, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. Cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash were denominated in the following currencies at: As of September 30, 2018 As of December 31, 2017 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 1,241,275 $ 283,674 Denominated in Hong Kong dollars 1,119,037 568,008 Denominated in Chinese Renminbi 209,522 239,502 Denominated in Malaysian Ringgit 55,196 71,210 Cash, cash equivalents, and restricted cash $ 2,625,030 $ 1,162,394 At September 30, 2018 and December 31, 2017, cash included funds held by employees of $18,712 and $32,673, respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). Revenue recognition Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties. Revenue from services For certain of our service contracts providing assistance to clients in capital market listings (“Listing services”), our services provided are considered to be one performance obligation. 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 is not completed, deferred costs of revenue are recorded as incurred and 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 and related services (“Non-Listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. 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. The adoption of ASU 606 had no impact on the Company’s consolidated financial statements. Revenue from the sale of real estate properties Effective January 1, 2018, the Company adopted the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from the rental of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay monthly in accordance with 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 asset. 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 real estate properties 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. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fees and utility expenses are paid directly by tenants. The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 660,353 $ 636,290 Corporate advisory – Listing services - 190,000 Rental of real estate properties 43,440 53,464 Sale of real estate properties 853,420 - Total revenue $ 1,557,213 $ 879,754 Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, (As Restated) Revenue by geographic area: Hong Kong $ 1,274,864 $ 649,029 Malaysia 237,309 146,781 China 45,040 83,944 Total revenue $ 1,557,213 $ 879,754 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 1,775,124 $ 1,949,939 Corporate advisory – Listing services 200,000 190,000 Rental of real estate properties 131,270 139,281 Sale of real estate properties 999,494 - Total revenue $ 3,105,888 $ 2,279,220 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by geographic area: Hong Kong $ 2,391,381 $ 1,642,944 Malaysia 562,522 497,643 China 151,985 138,633 Total revenue $ 3,105,888 $ 2,279,220 Our contract balances include deferred costs of revenue and deferred revenue. Deferred Revenue For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: Nine Months Ended September 30, 2018 (Unaudited) Deferred revenue, January 1, 2018 $ 345,000 New contract liabilities 880,450 Performance obligations satisfied (200,000 ) Deferred revenue, September 30, 2018 $ 1,025,450 Deferred Costs of Revenue For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. Deferred revenue and deferred costs of revenue at September 30, 2018 and December 31, 2017 are classified as current assets or current liabilities and totaled: As of September 30, 2018 As of December 31, 2017 (Unaudited) Deferred revenue $ 1,025,450 $ 345,000 Deferred costs of revenue $ 157,211 $ 74,990 Equity-method investments Investments in non-controlled entities over which the Company has the ability to exercise significant influence over the non-controlled entities’ operating and financial policies are accounted for under the equity-method. Under the equity-method, the investment in the non-controlled entity is initially recognized at cost and subsequently adjusted to reflect the Company’s share of the entity’s income (losses), any dividends received by the Company and any other-than-temporary impairments. Investments accounted for under the equity-method are included in other investments in the condensed consolidated balance sheets. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 or not 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. Income (loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2018, the dilutive impact of warrants exercisable into 53,556 shares of common stock have been excluded because their impact on the loss per share is anti-dilutive. For the three and nine months ended September 30, 2017, there were no potentially dilutive shares outstanding. Foreign currency translation The reporting currency of the Company is the 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 functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), and Hong Kong Dollars (“HK$”). In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30, 2018 2017 Period-end MYR : US$1 exchange rate 4.14 4.22 Period-average MYR : US$1 exchange rate 3.99 4.33 Period-end RMB : US$1 exchange rate 6.87 6.65 Period-average RMB : US$1 exchange rate 6.53 6.79 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 As of September 30, 2018, the Company’s balance sheet included the fair value of derivative liabilities of $189,069 which were based on Level 2 measurements. The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, other investments, notes receivable, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due to related parties, approximate their fair values because of the short-term nature of these financial instruments. Concentrations of risks For the three and nine months ended September 30, 2018 and 2017, no customer accounted for 10% or more of revenues or accounts receivable at period-end. For the three and nine months ended September 30, 2018 and 2017, no vendor accounted for 10% or more of the Company’s cost of revenues, or accounts payable at period-end. Economic and political risks Substantially all of the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. Recent accounting pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Targeted Improvements In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10) - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2017 | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2017 | NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 The financial statements for the nine months ended September 30, 2017 have been restated. On March 15, 2018, our management determined the following: ● that the Company’s method of recognizing revenue on service contracts was erroneously accounted for when billed. ● that the Company erroneously used an incorrect exchange rate in the translation of fixed assets into the Company’s reporting currency. ● that the Company’s accounting for the acquisition of Yabez (Hong Kong) Company Limited in 2015 and for the acquisition of Billion Sino Holdings Limited were erroneously recorded using the partial goodwill method. ● that the Company erroneously recorded goodwill on the acquisition of the assets of Greenpro Credit Limited (formerly Gushen Credit Limited), which was an asset acquisition. ● that the Company erroneously did not record an allowance for uncollectible accounts receivable and did not write off long-outstanding receivables as bad debts at September 30, 2017 and December 31, 2016. The effects on the previously issued financial statements are as follows: (A) In 2017, the Company corrected its method of recognizing revenue from certain service contracts to use the performance completion method. Previously the Company had recognized revenues upon billings. The Company has restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to reflect the correction of the error. At September 30, 2017 and for the nine months ended September 30, 2017, the restatement resulted in the Company recording a $330,384 decrease in accounts receivable, $92,279 of deferred costs of revenue, $485,000 of deferred revenue, a $180,177 increase in accumulated deficit, $560,000 of decreased service revenue, $17,072 of decreased costs of service revenue, and an increase in net loss of $542,928. For the three months ended September 30, 2017, the restatement resulted in the Company recording $130,000 of decreased service revenue, $40,141 of decreased costs of service revenue, $10,135 of additional general and administrative expenses, and an increase in net loss of $99,995. (B) At December 31, 2015, the Company erroneously calculated the cost of real estate held for investment due to an incorrect exchange rate used for translation of amounts from the local currencies of the Company’s operating subsidiaries into the reporting currency of the Company. In preparing its financial statements for the nine months ended September 30, 2017, the Company determined that the incorrect exchange rate was used and corrected it. The Company has restated its consolidated financial statements as of September 30, 2017 to reflect the correction of the error and real estate held for investment was decreased by $158,291 and accumulated other comprehensive income was decreased by $158,291. In addition, the Company erroneously calculated the noncontrolling interest of Yabez (Hong Kong) Company Limited for the year ended December 31, 2015. The cumulative effect of the correction of the error was to decrease the accumulated deficit and increase the noncontrolling interest by $3,088 at September 30, 2017. There was no effect on net loss for 2017. (C) In September 2015, the Company acquired Yabez (Hong Kong) Company Limited and calculated goodwill using the partial goodwill method. The Company has restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to reflect the full goodwill method as required by US GAAP. The cumulative effect of the correction of the error was to increase goodwill by $174,001 and noncontrolling interest by $174,001 at September 30, 2017. There was no effect on net loss for 2017. In April 2017, the Company acquired Billion Sino Holdings Limited and calculated goodwill using the partial goodwill method. The Company has restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to reflect the full goodwill method as required by US GAAP. The cumulative effect of the correction of the error was to increase goodwill by $179,162, decrease additional paid-in capital by $340,645 and increase noncontrolling interest by $519,807 at September 30, 2017. There was no effect on net loss for 2017. In April 2017, the Company acquired assets in Greenpro Credit Limited (formerly Gushen Credit Limited). The acquisition was initially treated as a business combination instead of an asset acquisition. The Company restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to reflect the elimination of goodwill. The cumulative effect of the correction of the error was to decrease goodwill by $93,566 and increase general and administrative expenses and net loss the three and nine months ended September 30, 2017 by $93,566. (D) In preparing its financial statements for the nine months ended September 30, 2017, the Company erroneously did not record an allowance for uncollectible accounts and did not write off long-outstanding receivables as bad debts. The Company has restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to increase the allowance for uncollectible accounts by $97,211, increase accumulated deficit by $14,414, and increase bad debt expense and provision by $82,796. (E) In preparing its financial statements for the nine months ended September 30, 2017, the Company erroneously recorded the exchange difference, which arose from a capital injection into one of the subsidiaries as additional paid-in capital instead of other comprehensive income. The Company has restated its consolidated financial statements as of and for the nine months ended September 30, 2017 to decrease the additional paid-in capital by $2,029 and increase the other comprehensive income by $2,029. The following table presents the effect of the restatements on the Company’s previously issued consolidated balance sheet: As of September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Accounts receivable, net $ 751,326 $ (427,594 ) A, D $ 323,732 Deferred costs related to revenue - 92,279 A 92,279 Real estate held for investment, net 998,741 (158,291 ) B 840,450 Goodwill 2,686,650 259,596 C 2,946,246 Deferred revenue - 485,000 A 485,000 Additional paid in capital 8,807,968 (342,674 ) C, E 8,465,294 Accumulated other comprehensive income (loss) 80,173 (156,265 ) B, E (76,092 ) Accumulated deficit (751,056 ) (910,791 ) A, B, C, D (1,661,847 ) Noncontrolling interests in consolidated subsidiaries 190,458 690,719 B, C 881,177 The following table presents the effect of the restatements on the Company’s previously issued consolidated statements of operations and comprehensive loss: For the three months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Service revenue $ 956,290 $ (130,000 ) A $ 826,290 Cost of service revenue (251,063 ) 40,141 A (210,922 ) General and administrative (778,599 ) (10,136 ) C, D (788,735 ) Net loss (103,395 ) (99,995 ) A, C, D (203,390 ) Net loss attribute to common shareholders (86,707 ) (99,995 ) (186,702 ) Foreign currency translation income (loss) (7,685 ) 19,568 B 11,883 Comprehensive income (loss) (94,392 ) (80,427 ) (174,819 ) For the nine months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Service revenue $ 2,699,939 $ (560,000 ) A $ 2,139,939 Cost of service revenue (518,538 ) 17,072 A (501,466 ) General and administrative (2,172,815 ) (176,363 ) C, D (2,349,178 ) Net income (loss) 4,741 (719,291 ) A, C, D (714,550 ) Net income (loss) attribute to common shareholders 39,197 (719,291 ) (680,094 ) Foreign currency translation income (loss) (22,725 ) 58,451 B 35,726 Comprehensive income (loss) 16,472 (660,840 ) (644,368 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) The following table presents the effect of the restatements on the Company’s previously issued consolidated statement of cash flows: For the nine months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Cash flows from operating activities: Net income (loss) $ 4,741 $ (719,291 ) A, C, D $ (714,550 ) Provision for bad debt - 46,054 D 46,054 Changes in operating assets and liabilities: Accounts receivable, net (355,964 ) 326,743 A (29,221 ) Deferred costs of revenue - (17,072 ) A (17,072 ) Accounts payable and accrued liabilities (268,416 ) 93,566 C (174,850 ) Deferred revenue - 270,000 A 270,000 The information herein amends and supersedes the information contained in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2017. The affected financial statements and related financial information contained in our previously filed reports for those periods should no longer be relied upon and should be read only in conjunction with the Unaudited financial information set forth herein. |
Restatement of Previously Iss_2
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2018 | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2018 | NOTE 3 - RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 The financial statements for the three and nine ended September 30, 2018 have been restated. On March 30, 2019, our management determined that the Company erroneously recorded (i) the issuance of 906,666 shares for proceeds of $6,800,000 before costs, and (ii) the issuance of a note receivable to a private company for $6,000,000 as two individual transactions, when the economic substance of the two transactions was a capital transaction with the Company issuing 906,666 shares of its common stock for $6,800,000 comprised of $800,000 cash and $6,000,000 due from a note receivable to be collected in two years. As the Company cannot determine the collectability of the note receivable, the funds will be recognized as a capital contribution when collected. The Company determined the fair value of the 906,666 shares issued was $6 per share based on the Company’s contemporaneous public offering price, or $5,440,000. The Company received net cash of $800,000 and the difference of $4,640,000 was recorded as an expense of the transaction. The Company restated its financial statements as of and for the three and nine months ended September 30, 2018, to reflect the transactions as a capital transaction. As a result, notes receivable decreased by $6,000,000, additional paid in capital decreased by 1,360,000, the fair value of common stock issued in connection with the financing transaction expense increased by $4,640,000, and net loss increased by $4,640,000. The following table presents the effect of the restatements on the Company’s previously issued balance sheet: As of September 30, 2018 As Previously Reported Adjustments As Restated Note receivable $ 6,300,000 $ (6,000,000 ) $ 300,000 Additional paid-in capital 17,736,192 (1,360,000 ) 16,376,192 Accumulated deficit (3,887,080 ) (4,640,000 ) (8,527,080 ) The following table presents the effect of the restatements on the Company’s previously issued statement of operations: For the three months ended September 30, 2018 As Previously Reported Adjustments As Restated Fair value of common stock issued in connection with the financing transaction $ - $ 4,640,000 $ 4,640,000 Net loss (132,586 ) (4,640,000 ) (4,772,586 ) Net loss attributable to common shareholders (213,200 ) (4,640,000 ) (4,835,200 ) Comprehensive loss (288,052 ) (4,640,000 ) (4,928,052 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.09 ) $ (0.09 ) For the nine months ended September 30, 2018 As Previously Reported Adjustments As Restated Fair value of common stock issued in connection with the financing transaction $ - $ 4,640,000 $ 4,640,000 Net loss (506,255 ) (4,640,000 ) (5,146,255 ) Net loss attributable to common shareholders (620,767 ) (4,640,000 ) (5,260,767 ) Comprehensive loss (728,906 ) (4,640,000 ) (5,368,906 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.09 ) $ (0.10 ) The following table presents the effect of the restatements on the Company’s previously issued statement of cash flows: For the nine months ended September 30, 2018 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss (506,255 ) (4,640,000 ) (5,146,255 ) Adjustments to reconcile net loss to net cash used in operating activities: Fair value of common stock issued in connection with the financing transaction - 4,640,000 4,640,000 Issuance of notes receivable (6,300,000 ) 6,000,000 (300,000 ) Net cash provided by (used in) investing activities (5,757,920 ) 6,000,000 242,080 Proceeds from shares issued for cash 9,463, 705 (6,000,000 ) 3,463,705 Net cash provided by financing activities 8,008,063 (6,000,000 ) 2,008,063 The information herein amends and supersedes the information contained in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2018. The affected financial statements and related financial information contained in our previously filed reports for those periods should no longer be relied upon and should be read only in conjunction with the Unaudited financial information set forth herein. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Receivable | NOTE 4 – NOTES RECEIVABLE On June 16, 2018, the Company entered into a loan agreement with Leader Financial Asset Management Ltd. (“Leader Financial”) and loaned Leader Financial $300,000. The loan is unsecured, bears interest at 6% per annum, and is due on June 15, 2020. The Managing Director of Leader Financial is a consultant to the Company, and is also a director of Aquarius Protection Fund, a shareholder in the Company. Leader Financial is also the investment manager of Aquarius Protection Fund. |
Other Investments
Other Investments | 9 Months Ended |
Sep. 30, 2018 | |
Other Investments [Abstract] | |
Other Investments | NOTE 5 – OTHER INVESTMENTS As of As of September 30, 2018 December 31, 2017 (Unaudited) (A) Investment in related parties $ 301,613 $ 51,613 (B) Investment in equity method investee 373,055 - Cash surrender value of life insurance, net of policy loan 108,930 75,344 Other 1,754 3,500 Total $ 785,352 $ 130,457 (A) At September 30, 2018 and December 31, 2017, the Company had an investment in Greenpro Trust Limited (the “Trust”) of $51,613, which is approximately 11.76% of the equity interest of the Trust and is recorded at cost, which approximates fair value. The Trust is a trust company organized in Hong Kong and provides trust services to high net worth individuals and families. Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert are common directors of the Trust and the Company. At September 30, 2018, the Company had an investment in Acorn Group Holdings Limited (“Acorn”) of $250,000, which approximates a 2% equity interest of Acorn and is recorded at cost, which approximates fair value. Acorn is a company incorporated in the Cayman Islands that provides pension and administrative services. It was determined that the Company can significantly influence Acorn based on common business relationships. (B) On July 3, 2018, the Company acquired 9.74% of KSP Holdings Group Company Limited (“KSPH”) for $75,000 in cash. On July 31, 2018, the Company acquired another 39.26% of KSPH in exchange for 38,524 shares of the Company’s common stock valued at $288,930. KSPH provides accounting, auditing and consulting services in Thailand and the investment in KSPH was made to expand the Company’s services and client base in Thailand. The Company also issued 578 shares of the Company’s common stock valued at $7.50 per share, or a total of $4,335, as a commission to Network 1 Financial Securities, Inc., the Company’s financial advisor, The Company accounts for its investment in KSPH under the equity method of accounting. At July 31, 2018, the cost of the Company’s 49% equity interest investment in KSPH totaled $368,265. During the period from July 31, 2018 to September 30, 2018, the Company recorded its share of KSPH’s income of $4,790. There were no dividends received by the Company and no impairments recognized during the period. At September 30, 2018, the investment in KSPH totaled $373,055. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 6 - DERIVATIVE LIABILITIES On June 12, 2018, warrants exercisable into 53,556 shares of the Company’s common stock were issued as placement agent fees related to the Company’s sale of common stock (See Note 8). The strike price of warrants issued by the Company is denominated in US dollars, a currency other than the Company’s functional currencies, the HK$, RMB, and MYR. As a result, the warrants are not considered indexed to the Company’s own stock, and the Company characterized the fair value of the warrants as a derivative liability upon issuance. The derivative liability is re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: As of As of September 30, 2018 June 12, 2018 (Unaudited) (issuance) Risk-free interest rate $ 3.19 % $ 2.9 % Expected volatility 204 % 165 % Expected life (in years) 4.7 years 5 years Expected dividend yield 0.00 % 0.00 % Fair Value of warrants $ 189,069 $ 508,589 The risk-free interest rate is based on the yield available on U.S. Treasury securities. The Company estimates volatility based on the historical volatility if its common stock. The expected life of the warrants is based on the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future. |
Due to Related Parties
Due to Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Due to Related Parties [Abstract] | |
Due to Related Parties | NOTE 7 - DUE TO RELATED PARTIES As of As of September 30, 2018 December 31, 2017 (Unaudited) Due to noncontrolling interests $ 1,093,305 $ 1,617,241 Due to shareholders 74,905 3,993 Due to directors 3,679 85,212 Due to related companies 113,599 107,484 Total $ 1,285,488 $ 1,813,930 At September 30, 2018 and December 31, 2017, $977,032 and $1,441,548, respectively, was due to the noncontrolling interest in Forward Win International Limited, and is unsecured, bears no interest, and is payable upon demand. At September 30, 2018 and December 31, 2017, $116,273 and $175,693, respectively, was due to the noncontrolling interest in BSHL and is unsecured, bears no interest, and is payable upon demand. Due to shareholders, directors, and related companies represents expenses paid by the related companies or shareholder or director to third parties on behalf of the Company, are non-interest bearing, and are due on demand. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY In June 2018, the Company completed an underwritten public offering of 535,559 shares of the Company’s common stock at a price of $6.00 per share. The net proceeds to the Company from the offering were $2,765,705, after deducting underwriting commissions and offering expenses payable by the Company of $447,649. In addition, warrants issued to the placement agent with a fair value of $508,589 were issued and recorded as an offering cost. On July 20, 2018, the Company issued 38,524 shares of the Company’s common stock valued at $7.50 per share, or a total of $288,930, to acquire 39.26% of the equity interests of KSPH (see Note 5). The shares were valued based on a contemporaneous sale of the Company’s common stock. The Company also issued 578 shares of the Company’s common stock valued at $7.50 per share, or a total of $4,335, as a commission to Network 1 Financial Securities, Inc., the Company’s financial advisor. V1 Group On July 18, 2018, the Company sold 906,666 shares of the Company’s common stock in a private placement to V1 Group Limited (“V1 Group”), a public company listed on the Hong Kong Stock Exchange, for total proceeds of $6,800,000. The transaction was structured as a capital stock subscription. The Company used the proceeds of the private offering to make an investment to a private company for $6,000,000. The investment was structured as a note receivable to the private company to be collected in two years. The private company invested the $6,000,000 and purchased 94,350,000 shares of V1 Group common stock from existing V1 Group shareholders. The Company determined that the economic substance of the two transactions was a capital transaction with the Company issuing 906,666 shares of its common stock for $6,800,000, comprised of $800,000 cash and $6,000,000 due from a note receivable to be collected in two years. As the Company cannot determine the collectability of the note receivable, the funds will be recognized as a capital contribution when collected. The Company determined the fair value of the 906,666 shares issued to V1 Group was $6 per share based on the Company’s contemporaneous public offering price, or $5,440,000. The Company received a net proceeds of $800,000 from V1 Group’s investment. The difference of $4,640,000 was recorded as an expense of the transaction. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2018 2017 Revenue from related parties is comprised of the following: Service revenue - Related party B $ 129,803 $ 187,152 - Related party C - 90,051 - Related party D 208,666 - - Related party F 953 - Total $ 339,422 $ 277,203 Rental revenue - Related party A $ - $ 3,484 - Related party C - 43,037 Total $ - $ 46,521 Cost of service revenue - Related party E $ 66,000 $ - Total $ 66,000 $ - Related party A is under common control of Mr. Loke Che Chan, Gilbert, a director of the Company. Related party B represent companies where Greenpro owns a certain percentage of their company shares. Related party C represent companies that we have determined that we can significantly influence based on our common business relationships. Related party D represents companies whose CEO is a consultant to the Company, and who is also a director of Aquarius Protection Fund, a shareholder in the Company. Related party E represents a family member of Mr. Loke Che Chan, Gilbert, a director of the Company. Related party F represents a director of the wholly-owned subsidiary of the Company. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 10 - SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: service business and real estate business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. 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 two reportable business segments: ● Service business – provision of corporate advisory and business solution services ● Real estate business – leasing and trading of commercial real estate properties in Hong Kong and Malaysia The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories For the nine months ended September 30, 2018 (Unaudited) (As Restated) Real estate business Service business Corporate Total Revenues $ 1,130,764 $ 1,975,124 $ - $ 3,105,888 Cost of revenues 803,833 524,823 97,000 1,425,656 Depreciation and amortization 24,959 164,183 12,275 201,417 Net income (loss) 242,887 (5,539,271 ) 150,129 (5,146,255 ) Total assets 2,947,496 7,479,236 2,302,561 12,729,293 Capital expenditures for long-lived assets $ - $ 43,443 $ 251,844 $ 295,287 For the nine months ended September 30, 2017 (Unaudited) (As Restated) Real estate business Service business Corporate Total Revenues $ 139,281 $ 2,139,939 $ - $ 2,279,220 Cost of revenues 48,639 501,466 - 550,105 Depreciation and amortization 12,037 126,120 - 138,157 Net income (loss) 30,422 (742,851 ) (2,121 ) (714,550 ) Total assets 3,804,070 7,874,276 236,126 11,914,472 Capital expenditures for long-lived assets $ - $ 70,938 $ - $ 70,938 (b) By Geography* For the nine months ended September 30, 2018 (Unaudited) (As Restated) Hong Kong Malaysia China Total Revenues $ 2,391,381 $ 562,522 $ 151,985 $ 3,105,888 Cost of revenues 1,200,234 217,861 7,561 1,425,656 Depreciation and amortization 75,428 26,294 99,695 201,417 Net income (loss) (4,782,000 ) (54,289 ) (309,966 ) (5,146,255 ) Total assets 8,315,537 1,132,458 3,281,298 12,729,293 Capital expenditures for long-lived assets $ 252,911 $ 4,267 $ 38,109 $ 295,287 For the nine months ended September 30, 2017 (Unaudited) (As Restated) Hong Kong Malaysia China Total Revenues $ 1,642,944 $ 497,643 $ 138,633 $ 2,279,220 Cost of revenues 388,192 161,913 - 550,105 Depreciation and amortization 64,956 23,726 49,475 138,157 Net income (loss) (626,836 ) 32,127 (119,841 ) (714,550 ) Total assets 7,770,600 1,177,423 2,966,449 11,914,472 Capital expenditures for long-lived assets $ 48,527 $ 12,651 $ 9,760 $ 70,938 *Revenues and costs are attributed to countries based on the location where the entities operate. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2018 and 2017, 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 September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The Condensed Consolidated Balance Sheet information as of December 31, 2017 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 13, 2018. 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 over which the Company exercises control, and entities for which the Company is the primary beneficiary. Intercompany transactions and balances were eliminated in consolidation. At September 30, 2018 and December 31, 2017, the consolidated financial statements include noncontrolling interests related to the Company’s ownership of: 80% of Greenpro International Limited and Greenpro Property Development Limited (formerly known as Chief Billion Limited), 60% of Forward Win International Limited, Yabez (Hong Kong) Company Limited, Billion Sino Holdings Limited and Parich Wealth Management Limited, and 51% of Greenpro Capital Village Sdn. Bhd. |
Going Concern | 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 nine months ended September 30, 2018, the Company incurred a loss from operations of $1,040,508 and used cash in operations of $743,954. 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, 2017 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 shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. On June 12, 2018, the Company sold 535,559 shares of its common stock in an underwritten public offering at $6.00 per share for net proceeds of approximately $2.7 million, after deducting expenses of the offering. On July 18, 2018, the Company sold 906,666 shares of its common stock in a private placement for net proceeds of approximately $698,000. Despite the amount of funds that we have raised, 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 is able to 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 | 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, the assumptions used in the valuation of the derivative liability, and the accrual of potential liabilities. Actual results may differ from these estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash were denominated in the following currencies at: As of September 30, 2018 As of December 31, 2017 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 1,241,275 $ 283,674 Denominated in Hong Kong dollars 1,119,037 568,008 Denominated in Chinese Renminbi 209,522 239,502 Denominated in Malaysian Ringgit 55,196 71,210 Cash, cash equivalents, and restricted cash $ 2,625,030 $ 1,162,394 At September 30, 2018 and December 31, 2017, cash included funds held by employees of $18,712 and $32,673, respectively, and was held to facilitate payment of expenses in local currencies and to facilitate third-party online payment platforms in which the Company had not set up corporate accounts (WeChat Pay and Alipay). |
Revenue Recognition | Revenue recognition Effective January 1, 2018, the Company adopted the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts The Company’s revenue consists of revenue from providing business consulting and corporate advisory services (“service revenue”), revenue from the sale of real estate properties, and revenue from the rental of real estate properties. Revenue from services For certain of our service contracts providing assistance to clients in capital market listings (“Listing services”), our services provided are considered to be one performance obligation. 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 is not completed, deferred costs of revenue are recorded as incurred and 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 and related services (“Non-Listing services”), the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. 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. The adoption of ASU 606 had no impact on the Company’s consolidated financial statements. Revenue from the sale of real estate properties Effective January 1, 2018, the Company adopted the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets Revenue from the rental of real estate properties Rental revenue represents lease rental income from the Company’s tenants. The tenants pay monthly in accordance with 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 asset. 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 real estate properties 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. Cost of rental revenue primarily includes costs associated with repairs and maintenance, property insurance, depreciation and other related administrative costs. Property management fees and utility expenses are paid directly by tenants. The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 660,353 $ 636,290 Corporate advisory – Listing services - 190,000 Rental of real estate properties 43,440 53,464 Sale of real estate properties 853,420 - Total revenue $ 1,557,213 $ 879,754 Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, (As Restated) Revenue by geographic area: Hong Kong $ 1,274,864 $ 649,029 Malaysia 237,309 146,781 China 45,040 83,944 Total revenue $ 1,557,213 $ 879,754 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 1,775,124 $ 1,949,939 Corporate advisory – Listing services 200,000 190,000 Rental of real estate properties 131,270 139,281 Sale of real estate properties 999,494 - Total revenue $ 3,105,888 $ 2,279,220 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by geographic area: Hong Kong $ 2,391,381 $ 1,642,944 Malaysia 562,522 497,643 China 151,985 138,633 Total revenue $ 3,105,888 $ 2,279,220 Our contract balances include deferred costs of revenue and deferred revenue. Deferred Revenue For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. Changes in deferred revenue were as follows: Nine Months Ended September 30, 2018 (Unaudited) Deferred revenue, January 1, 2018 $ 345,000 New contract liabilities 880,450 Performance obligations satisfied (200,000 ) Deferred revenue, September 30, 2018 $ 1,025,450 Deferred Costs of Revenue For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. Deferred revenue and deferred costs of revenue at September 30, 2018 and December 31, 2017 are classified as current assets or current liabilities and totaled: As of September 30, 2018 As of December 31, 2017 (Unaudited) Deferred revenue $ 1,025,450 $ 345,000 Deferred costs of revenue $ 157,211 $ 74,990 |
Equity-method investments | Equity-method investments Investments in non-controlled entities over which the Company has the ability to exercise significant influence over the non-controlled entities’ operating and financial policies are accounted for under the equity-method. Under the equity-method, the investment in the non-controlled entity is initially recognized at cost and subsequently adjusted to reflect the Company’s share of the entity’s income (losses), any dividends received by the Company and any other-than-temporary impairments. Investments accounted for under the equity-method are included in other investments in the condensed consolidated balance sheets. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. 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 or not 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. |
Income (Loss) Per Share | Income (loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of shares from stock warrants. For the three and nine months ended September 30, 2018, the dilutive impact of warrants exercisable into 53,556 shares of common stock have been excluded because their impact on the loss per share is anti-dilutive. For the three and nine months ended September 30, 2017, there were no potentially dilutive shares outstanding. |
Foreign Currency Translation | Foreign currency translation The reporting currency of the Company is the 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 functional currency, which consists of the Malaysian Ringgit (“MYR”), Chinese Renminbi (“RMB”), and Hong Kong Dollars (“HK$”). In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30, 2018 2017 Period-end MYR : US$1 exchange rate 4.14 4.22 Period-average MYR : US$1 exchange rate 3.99 4.33 Period-end RMB : US$1 exchange rate 6.87 6.65 Period-average RMB : US$1 exchange rate 6.53 6.79 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Fair Value of Financial Instruments | Fair value of financial instruments The Company follows the guidance of ASC 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2 ● Level 3 As of September 30, 2018, the Company’s balance sheet included the fair value of derivative liabilities of $189,069 which were based on Level 2 measurements. The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, other investments, notes receivable, accounts payable and accrued liabilities, deferred costs of revenue, deferred revenue, and due to related parties, approximate their fair values because of the short-term nature of these financial instruments. |
Concentrations of Risks | Concentrations of risks For the three and nine months ended September 30, 2018 and 2017, no customer accounted for 10% or more of revenues or accounts receivable at period-end. For the three and nine months ended September 30, 2018 and 2017, no vendor accounted for 10% or more of the Company’s cost of revenues, or accounts payable at period-end. |
Economic and Political Risks | Economic and political risks Substantially all of the Company’s services are conducted in the Asian region, primarily in Hong Kong, Malaysia, and the People’s Republic of China (“PRC”). Among other risks, the Company’s operations in Malaysia are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Recent Accounting Pronouncements | Recent accounting pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) Targeted Improvements In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10) - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash were denominated in the following currencies at: As of September 30, 2018 As of December 31, 2017 (Unaudited) Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 1,241,275 $ 283,674 Denominated in Hong Kong dollars 1,119,037 568,008 Denominated in Chinese Renminbi 209,522 239,502 Denominated in Malaysian Ringgit 55,196 71,210 Cash, cash equivalents, and restricted cash $ 2,625,030 $ 1,162,394 |
Schedule of Disaggregated Revenue Based on Revenue by Service | The following table provides information about disaggregated revenue based on revenue by service lines and revenue by geographic area: Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 660,353 $ 636,290 Corporate advisory – Listing services - 190,000 Rental of real estate properties 43,440 53,464 Sale of real estate properties 853,420 - Total revenue $ 1,557,213 $ 879,754 Three Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, (As Restated) Revenue by geographic area: Hong Kong $ 1,274,864 $ 649,029 Malaysia 237,309 146,781 China 45,040 83,944 Total revenue $ 1,557,213 $ 879,754 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited, As Restated) Revenue by service lines: Corporate advisory – Non-listing services $ 1,775,124 $ 1,949,939 Corporate advisory – Listing services 200,000 190,000 Rental of real estate properties 131,270 139,281 Sale of real estate properties 999,494 - Total revenue $ 3,105,888 $ 2,279,220 Nine Months Ended September 30, 2018 2017 (Unaudited) (Unaudited) (As Restated) Revenue by geographic area: Hong Kong $ 2,391,381 $ 1,642,944 Malaysia 562,522 497,643 China 151,985 138,633 Total revenue $ 3,105,888 $ 2,279,220 |
Schedule of Changes in Deferred Revenue | Changes in deferred revenue were as follows: Nine Months Ended September 30, 2018 (Unaudited) Deferred revenue, January 1, 2018 $ 345,000 New contract liabilities 880,450 Performance obligations satisfied (200,000 ) Deferred revenue, September 30, 2018 $ 1,025,450 |
Schedule of Deferred Revenue and Deferred Costs of Revenue | Deferred revenue and deferred costs of revenue at September 30, 2018 and December 31, 2017 are classified as current assets or current liabilities and totaled: As of September 30, 2018 As of December 31, 2017 (Unaudited) Deferred revenue $ 1,025,450 $ 345,000 Deferred costs of revenue $ 157,211 $ 74,990 |
Schedule of Foreign Currencies Translation | Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the nine months ended September 30, 2018 2017 Period-end MYR : US$1 exchange rate 4.14 4.22 Period-average MYR : US$1 exchange rate 3.99 4.33 Period-end RMB : US$1 exchange rate 6.87 6.65 Period-average RMB : US$1 exchange rate 6.53 6.79 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Restatement of Previously Iss_3
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2017 (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restated Statements | The following table presents the effect of the restatements on the Company’s previously issued consolidated balance sheet: As of September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Accounts receivable, net $ 751,326 $ (427,594 ) A, D $ 323,732 Deferred costs related to revenue - 92,279 A 92,279 Real estate held for investment, net 998,741 (158,291 ) B 840,450 Goodwill 2,686,650 259,596 C 2,946,246 Deferred revenue - 485,000 A 485,000 Additional paid in capital 8,807,968 (342,674 ) C, E 8,465,294 Accumulated other comprehensive income (loss) 80,173 (156,265 ) B, E (76,092 ) Accumulated deficit (751,056 ) (910,791 ) A, B, C, D (1,661,847 ) Noncontrolling interests in consolidated subsidiaries 190,458 690,719 B, C 881,177 The following table presents the effect of the restatements on the Company’s previously issued consolidated statements of operations and comprehensive loss: For the three months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Service revenue $ 956,290 $ (130,000 ) A $ 826,290 Cost of service revenue (251,063 ) 40,141 A (210,922 ) General and administrative (778,599 ) (10,136 ) C, D (788,735 ) Net loss (103,395 ) (99,995 ) A, C, D (203,390 ) Net loss attribute to common shareholders (86,707 ) (99,995 ) (186,702 ) Foreign currency translation income (loss) (7,685 ) 19,568 B 11,883 Comprehensive income (loss) (94,392 ) (80,427 ) (174,819 ) For the nine months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Service revenue $ 2,699,939 $ (560,000 ) A $ 2,139,939 Cost of service revenue (518,538 ) 17,072 A (501,466 ) General and administrative (2,172,815 ) (176,363 ) C, D (2,349,178 ) Net income (loss) 4,741 (719,291 ) A, C, D (714,550 ) Net income (loss) attribute to common shareholders 39,197 (719,291 ) (680,094 ) Foreign currency translation income (loss) (22,725 ) 58,451 B 35,726 Comprehensive income (loss) 16,472 (660,840 ) (644,368 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) The following table presents the effect of the restatements on the Company’s previously issued consolidated statement of cash flows: For the nine months ended September 30, 2017 (Unaudited) As Previously Reported Adjustments Notes As Restated Cash flows from operating activities: Net income (loss) $ 4,741 $ (719,291 ) A, C, D $ (714,550 ) Provision for bad debt - 46,054 D 46,054 Changes in operating assets and liabilities: Accounts receivable, net (355,964 ) 326,743 A (29,221 ) Deferred costs of revenue - (17,072 ) A (17,072 ) Accounts payable and accrued liabilities (268,416 ) 93,566 C (174,850 ) Deferred revenue - 270,000 A 270,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2018 (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatements | The following table presents the effect of the restatements on the Company’s previously issued balance sheet: As of September 30, 2018 As Previously Reported Adjustments As Restated Note receivable $ 6,300,000 $ (6,000,000 ) $ 300,000 Additional paid-in capital 17,736,192 (1,360,000 ) 16,376,192 Accumulated deficit (3,887,080 ) (4,640,000 ) (8,527,080 ) The following table presents the effect of the restatements on the Company’s previously issued statement of operations: For the three months ended September 30, 2018 As Previously Reported Adjustments As Restated Fair value of common stock issued in connection with the financing transaction $ - $ 4,640,000 $ 4,640,000 Net loss (132,586 ) (4,640,000 ) (4,772,586 ) Net loss attributable to common shareholders (213,200 ) (4,640,000 ) (4,835,200 ) Comprehensive loss (288,052 ) (4,640,000 ) (4,928,052 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.09 ) $ (0.09 ) For the nine months ended September 30, 2018 As Previously Reported Adjustments As Restated Fair value of common stock issued in connection with the financing transaction $ - $ 4,640,000 $ 4,640,000 Net loss (506,255 ) (4,640,000 ) (5,146,255 ) Net loss attributable to common shareholders (620,767 ) (4,640,000 ) (5,260,767 ) Comprehensive loss (728,906 ) (4,640,000 ) (5,368,906 ) Net loss per share, basic and diluted $ (0.01 ) $ (0.09 ) $ (0.10 ) The following table presents the effect of the restatements on the Company’s previously issued statement of cash flows: For the nine months ended September 30, 2018 As Previously Reported Adjustments As Restated Cash flows from operating activities: Net loss (506,255 ) (4,640,000 ) (5,146,255 ) Adjustments to reconcile net loss to net cash used in operating activities: Fair value of common stock issued in connection with the financing transaction - 4,640,000 4,640,000 Issuance of notes receivable (6,300,000 ) 6,000,000 (300,000 ) Net cash provided by (used in) investing activities (5,757,920 ) 6,000,000 242,080 Proceeds from shares issued for cash 9,463, 705 (6,000,000 ) 3,463,705 Net cash provided by financing activities 8,008,063 (6,000,000 ) 2,008,063 |
Other Investments (Tables)
Other Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Investments [Abstract] | |
Schedule of Other Investments | As of As of September 30, 2018 December 31, 2017 (Unaudited) (A) Investment in related parties $ 301,613 $ 51,613 (B) Investment in equity method investee 373,055 - Cash surrender value of life insurance, net of policy loan 108,930 75,344 Other 1,754 3,500 Total $ 785,352 $ 130,457 (A) At September 30, 2018 and December 31, 2017, the Company had an investment in Greenpro Trust Limited (the “Trust”) of $51,613, which is approximately 11.76% of the equity interest of the Trust and is recorded at cost, which approximates fair value. The Trust is a trust company organized in Hong Kong and provides trust services to high net worth individuals and families. Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert are common directors of the Trust and the Company. At September 30, 2018, the Company had an investment in Acorn Group Holdings Limited (“Acorn”) of $250,000, which approximates a 2% equity interest of Acorn and is recorded at cost, which approximates fair value. Acorn is a company incorporated in the Cayman Islands that provides pension and administrative services. It was determined that the Company can significantly influence Acorn based on common business relationships. (B) On July 3, 2018, the Company acquired 9.74% of KSP Holdings Group Company Limited (“KSPH”) for $75,000 in cash. On July 31, 2018, the Company acquired another 39.26% of KSPH in exchange for 38,524 shares of the Company’s common stock valued at $288,930. KSPH provides accounting, auditing and consulting services in Thailand and the investment in KSPH was made to expand the Company’s services and client base in Thailand. The Company also issued 578 shares of the Company’s common stock valued at $7.50 per share, or a total of $4,335, as a commission to Network 1 Financial Securities, Inc., the Company’s financial advisor, The Company accounts for its investment in KSPH under the equity method of accounting. At July 31, 2018, the cost of the Company’s 49% equity interest investment in KSPH totaled $368,265. During the period from July 31, 2018 to September 30, 2018, the Company recorded its share of KSPH’s income of $4,790. There were no dividends received by the Company and no impairments recognized during the period. At September 30, 2018, the investment in KSPH totaled $373,055. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The derivative liabilities were valued using the Black-Scholes-Merton valuation model with the following assumptions: As of As of September 30, 2018 June 12, 2018 (Unaudited) (issuance) Risk-free interest rate $ 3.19 % $ 2.9 % Expected volatility 204 % 165 % Expected life (in years) 4.7 years 5 years Expected dividend yield 0.00 % 0.00 % Fair Value of warrants $ 189,069 $ 508,589 |
Due to Related Parties (Tables)
Due to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Due to Related Parties [Abstract] | |
Schedule of Amounts Due to Related Parties | As of As of September 30, 2018 December 31, 2017 (Unaudited) Due to noncontrolling interests $ 1,093,305 $ 1,617,241 Due to shareholders 74,905 3,993 Due to directors 3,679 85,212 Due to related companies 113,599 107,484 Total $ 1,285,488 $ 1,813,930 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Transactions | For the nine months ended September 30, 2018 2017 Revenue from related parties is comprised of the following: Service revenue - Related party B $ 129,803 $ 187,152 - Related party C - 90,051 - Related party D 208,666 - - Related party F 953 - Total $ 339,422 $ 277,203 Rental revenue - Related party A $ - $ 3,484 - Related party C - 43,037 Total $ - $ 46,521 Cost of service revenue - Related party E $ 66,000 $ - Total $ 66,000 $ - |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Summarized Financial Information | The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: (a) By Categories For the nine months ended September 30, 2018 (Unaudited) (As Restated) Real estate business Service business Corporate Total Revenues $ 1,130,764 $ 1,975,124 $ - $ 3,105,888 Cost of revenues 803,833 524,823 97,000 1,425,656 Depreciation and amortization 24,959 164,183 12,275 201,417 Net income (loss) 242,887 (5,539,271 ) 150,129 (5,146,255 ) Total assets 2,947,496 7,479,236 2,302,561 12,729,293 Capital expenditures for long-lived assets $ - $ 43,443 $ 251,844 $ 295,287 For the nine months ended September 30, 2017 (Unaudited) (As Restated) Real estate business Service business Corporate Total Revenues $ 139,281 $ 2,139,939 $ - $ 2,279,220 Cost of revenues 48,639 501,466 - 550,105 Depreciation and amortization 12,037 126,120 - 138,157 Net income (loss) 30,422 (742,851 ) (2,121 ) (714,550 ) Total assets 3,804,070 7,874,276 236,126 11,914,472 Capital expenditures for long-lived assets $ - $ 70,938 $ - $ 70,938 (b) By Geography* For the nine months ended September 30, 2018 (Unaudited) (As Restated) Hong Kong Malaysia China Total Revenues $ 2,391,381 $ 562,522 $ 151,985 $ 3,105,888 Cost of revenues 1,200,234 217,861 7,561 1,425,656 Depreciation and amortization 75,428 26,294 99,695 201,417 Net income (loss) (4,782,000 ) (54,289 ) (309,966 ) (5,146,255 ) Total assets 8,315,537 1,132,458 3,281,298 12,729,293 Capital expenditures for long-lived assets $ 252,911 $ 4,267 $ 38,109 $ 295,287 For the nine months ended September 30, 2017 (Unaudited) (As Restated) Hong Kong Malaysia China Total Revenues $ 1,642,944 $ 497,643 $ 138,633 $ 2,279,220 Cost of revenues 388,192 161,913 - 550,105 Depreciation and amortization 64,956 23,726 49,475 138,157 Net income (loss) (626,836 ) 32,127 (119,841 ) (714,550 ) Total assets 7,770,600 1,177,423 2,966,449 11,914,472 Capital expenditures for long-lived assets $ 48,527 $ 12,651 $ 9,760 $ 70,938 *Revenues and costs are attributed to countries based on the location where the entities operate. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 20, 2018 | Jul. 18, 2018 | Jun. 12, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Incurred a loss from operations | $ 428,544 | $ 137,640 | $ 1,040,508 | $ 620,063 | |||||
Net cash used in operating activities | 743,954 | $ 841,487 | |||||||
Number of common stock sold during period | $ 288,930 | 2,257,116 | |||||||
Stock issued price per share | $ 7.50 | ||||||||
Funds held by employees | $ 18,712 | $ 18,712 | $ 32,673 | ||||||
Potentially antidilutive shares outstanding | 53,556 | 53,556 | |||||||
Fair value of derivative liabilities | $ 189,069 | $ 189,069 | |||||||
Accounts Receivable [Member] | |||||||||
Revenue percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||||
Cost of Revenues [Member] | |||||||||
Revenue percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||||
Public Offering [Member] | |||||||||
Number of common stock sold during period | $ 535,559 | ||||||||
Stock issued price per share | $ 6 | $ 6 | |||||||
Proceeds from issuance public offering | $ 2,700,000 | $ 2,765,705 | |||||||
Private Placement [Member] | |||||||||
Number of common stock sold during period | $ 906,666 | ||||||||
Proceeds from issuance of private placement | $ 698,000 | ||||||||
Greenpro International Limited and Greenpro Property Development Limited [Member] | |||||||||
Percentage of holds of shareholdings | 80.00% | 80.00% | 80.00% | ||||||
Win International Limited, Yabez (Hong Kong) Company Limited, Billion Sino Holdings Limited, and Parich Wealth Management Limited (Hong Kong) [Member] | |||||||||
Percentage of holds of shareholdings | 60.00% | 60.00% | 60.00% | ||||||
Greenpro Capital Village Sdn Bhd [Member] | |||||||||
Percentage of holds of shareholdings | 51.00% | 51.00% | 51.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 2,625,030 | $ 1,162,394 |
United States Dollars [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 1,241,275 | 283,674 |
Hong Kong Dollar [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 1,119,037 | 568,008 |
Renminbi [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | 209,522 | 239,502 |
Malaysian Ringgit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 55,196 | $ 71,210 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of Disaggregated Revenue Based on Revenue by Service (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Total revenue | $ 1,557,213 | $ 879,754 | $ 3,105,888 | $ 2,279,220 | ||
Hong Kong [Member] | ||||||
Total revenue | 1,274,864 | 649,029 | 2,391,381 | [1] | 1,642,944 | [1] |
Malaysia [Member] | ||||||
Total revenue | 237,309 | 146,781 | 562,522 | [1] | 497,643 | [1] |
China [Member] | ||||||
Total revenue | 45,040 | 83,944 | 151,985 | [1] | 138,633 | [1] |
Corporate Advisory Non Listing Services [Member] | ||||||
Total revenue | 660,353 | 636,290 | 1,775,124 | 1,949,939 | ||
Corporate Advisory - Listing Services [Member] | ||||||
Total revenue | 190,000 | 200,000 | 190,000 | |||
Rental of Real Estate Properties [Member] | ||||||
Total revenue | 43,440 | 53,464 | 131,270 | 139,281 | ||
Sale of Real Estate Properties [Member] | ||||||
Total revenue | $ 853,420 | $ 999,494 | ||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Schedule of Changes in Deferred Revenue (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred revenue, January 1, 2018 | $ 345,000 |
New contract liabilities | 880,450 |
Performance obligations satisfied | (200,000) |
Deferred revenue, June 30, 2018 | $ 1,025,450 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Schedule of Deferred Revenue and Deferred Costs of Revenue (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Accounting Policies [Abstract] | |||
Deferred revenue | $ 1,025,450 | $ 345,000 | |
Deferred costs of revenue | $ 157,211 | $ 74,990 | $ 92,279 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Schedule of Foreign Currencies Translation (Details) | Sep. 30, 2018 | Sep. 30, 2017 |
Period-End MYR : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 4.14 | 4.22 |
Period-Average MYR : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 3.99 | 4.33 |
Period-End RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.87 | 6.65 |
Period-Average RMB : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 6.53 | 6.79 |
Period-End /Average HK$ : US$1 Exchange Rate [Member] | ||
Foreign Currency Exchange Rate, Translation | 7.75 | 7.75 |
Restatement of Previously Iss_5
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2017 (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Deferred costs of revenue | $ 157,211 | $ 92,279 | $ 157,211 | $ 92,279 | $ 74,990 |
Deferred revenue | 485,000 | 485,000 | |||
Additional costs | (235,508) | (210,922) | (621,823) | (501,466) | |
Decrease real estate held for investment | (824,757) | (840,450) | (824,757) | (840,450) | (868,984) |
Decrease accumulated other comprehensive income | 148,338 | 76,092 | 148,338 | 76,092 | 40,199 |
Minority interest | 146,285 | 881,177 | 146,285 | 881,177 | 83,283 |
Increase goodwill | 1,211,863 | 2,946,246 | 1,211,863 | 2,946,246 | 1,211,863 |
Decreased in additional paid in capital | 16,376,192 | 8,465,294 | 16,376,192 | 8,465,294 | 8,465,294 |
Decreased in allowance for uncollectible accounts and bad debts and accounts receivable | 46,507 | 46,507 | $ 76,222 | ||
Yabez [Member] | |||||
Minority interest | 3,088 | 3,088 | |||
Restatement Adjustment [Member] | |||||
Decrease in accounts receivable | 330,384 | 330,384 | |||
Deferred costs of revenue | 92,279 | 92,279 | |||
Deferred revenue | 485,000 | 485,000 | |||
Increase accumulated deficit | 180,177 | 180,177 | |||
Decreased service revenue | 130,000 | 560,000 | |||
Additional costs | 40,141 | 17,072 | |||
Increase in net income (loss) | 99,995 | 542,928 | |||
Additional general and administrative expenses | 10,135 | ||||
Decrease real estate held for investment | 158,291 | 158,291 | |||
Decrease accumulated other comprehensive income | 156,265 | 156,265 | |||
Minority interest | 690,719 | 690,719 | |||
Increase goodwill | 259,596 | 259,596 | |||
Decreased in additional paid in capital | $ (1,360,000) | (342,674) | $ (1,360,000) | (342,674) | |
Restatement Adjustment [Member] | Yabez Company Limited [Member] | |||||
Minority interest | 174,001 | 174,001 | |||
Increase goodwill | 174,001 | 174,001 | |||
Restatement Adjustment [Member] | Billion Sino Holding Limited [Member] | |||||
Minority interest | 519,807 | 519,807 | |||
Increase goodwill | 179,162 | 179,162 | |||
Decreased in additional paid in capital | 340,645 | 340,645 | |||
Restatement Adjustment [Member] | Greenpro Credit Limited [Member] | |||||
Increase accumulated deficit | 14,414 | 14,414 | |||
Additional general and administrative expenses | 93,566 | 93,566 | |||
Increase goodwill | 93,566 | 93,566 | |||
Decreased in additional paid in capital | 2,029 | 2,029 | |||
Decreased in allowance for uncollectible accounts and bad debts and accounts receivable | $ 97,211 | 97,211 | |||
Increase in bad debt expense and provision | 82,796 | ||||
Increase in other comprehensive income | $ 2,029 |
Restatement of Previously Iss_6
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2017 - Schedule of Restated Statements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounts Receivable, net | $ 190,124 | $ 323,732 | $ 190,124 | $ 323,732 | $ 345,734 |
Deferred costs related to revenue | 157,211 | 92,279 | 157,211 | 92,279 | 74,990 |
Real estate held for investment, net | 824,757 | 840,450 | 824,757 | 840,450 | 868,984 |
Goodwill | 1,211,863 | 2,946,246 | 1,211,863 | 2,946,246 | 1,211,863 |
Deferred revenue | 485,000 | 485,000 | |||
Additional paid in capital | 16,376,192 | 8,465,294 | 16,376,192 | 8,465,294 | 8,465,294 |
Accumulated other comprehensive income (loss) | (148,338) | (76,092) | (148,338) | (76,092) | (40,199) |
Accumulated deficit | (8,527,080) | (1,661,847) | (8,527,080) | (1,661,847) | (3,266,313) |
Non-controlling interests in consolidated subsidiaries | 146,285 | 881,177 | 146,285 | 881,177 | $ 83,283 |
Service revenue | 826,290 | 2,139,939 | |||
Cost of service revenue | (235,508) | (210,922) | (621,823) | (501,466) | |
General and administrative | (1,081,170) | (788,735) | (2,720,740) | (2,349,178) | |
Net income (loss) attribute to common shareholders | (4,853,200) | (203,390) | (5,260,767) | (680,094) | |
Foreign currency translation income (loss) | (74,852) | 11,883 | (108,139) | 35,726 | |
Comprehensive income (loss) | $ (4,928,052) | $ (174,819) | $ (5,368,906) | $ (644,368) | |
Net loss per share, basic and diluted | $ (0.09) | $ 0 | $ (0.10) | $ (0.01) | |
Net (loss) income | $ (4,772,586) | $ (203,390) | $ (5,146,255) | $ (714,550) | |
Provision for bad debts | (29,721) | 46,054 | |||
Changes in Accounts Receivable, net | 185,294 | (29,221) | |||
Changes in Deferred costs of revenue | (82,220) | (17,072) | |||
Changes in Accounts payable and accrued liabilities | (258,280) | (174,850) | |||
Changes in Deferred revenue | 687,689 | 270,000 | |||
Scenario, Previously Reported [Member] | |||||
Accounts Receivable, net | 751,326 | 751,326 | |||
Deferred costs related to revenue | |||||
Real estate held for investment, net | 998,741 | 998,741 | |||
Goodwill | 2,686,650 | 2,686,650 | |||
Deferred revenue | |||||
Additional paid in capital | 17,736,192 | 8,807,968 | 17,736,192 | 8,807,968 | |
Accumulated other comprehensive income (loss) | 80,173 | 80,173 | |||
Accumulated deficit | (3,887,080) | (751,056) | (3,887,080) | (751,056) | |
Non-controlling interests in consolidated subsidiaries | 190,458 | 190,458 | |||
Service revenue | 956,290 | 2,699,939 | |||
Cost of service revenue | (251,063) | (518,538) | |||
General and administrative | (778,599) | (2,172,815) | |||
Net income (loss) attribute to common shareholders | (213,200) | (86,707) | (620,767) | 39,197 | |
Foreign currency translation income (loss) | (7,685) | (22,725) | |||
Comprehensive income (loss) | $ 288,052 | (94,392) | $ 728,906 | $ 16,472 | |
Net loss per share, basic and diluted | $ 0 | $ (0.01) | $ 0 | ||
Net (loss) income | $ (132,586) | (103,395) | $ (506,255) | $ 4,741 | |
Provision for bad debts | |||||
Changes in Accounts Receivable, net | (355,964) | ||||
Changes in Deferred costs of revenue | |||||
Changes in Accounts payable and accrued liabilities | (268,416) | ||||
Changes in Deferred revenue | |||||
Restatement Adjustment [Member] | |||||
Accounts Receivable, net | (427,594) | (427,594) | |||
Deferred costs related to revenue | 92,279 | 92,279 | |||
Real estate held for investment, net | (158,291) | (158,291) | |||
Goodwill | 259,596 | 259,596 | |||
Deferred revenue | 485,000 | 485,000 | |||
Additional paid in capital | (1,360,000) | (342,674) | (1,360,000) | (342,674) | |
Accumulated other comprehensive income (loss) | (156,265) | (156,265) | |||
Accumulated deficit | (4,640,000) | (910,791) | (4,640,000) | (910,791) | |
Non-controlling interests in consolidated subsidiaries | 690,719 | 690,719 | |||
Service revenue | (130,000) | (560,000) | |||
Cost of service revenue | 40,141 | 17,072 | |||
General and administrative | (10,136) | (176,363) | |||
Net income (loss) attribute to common shareholders | (4,640,000) | (99,995) | (4,640,000) | (719,291) | |
Foreign currency translation income (loss) | 19,568 | 58,451 | |||
Comprehensive income (loss) | $ 4,640,000 | (80,427) | $ 4,640,000 | $ (660,840) | |
Net loss per share, basic and diluted | $ (0.09) | $ (0.09) | $ (0.01) | ||
Net (loss) income | $ (4,640,000) | $ (99,995) | $ (4,640,000) | $ (719,291) | |
Provision for bad debts | 46,054 | ||||
Changes in Accounts Receivable, net | 326,743 | ||||
Changes in Deferred costs of revenue | (17,072) | ||||
Changes in Accounts payable and accrued liabilities | 93,566 | ||||
Changes in Deferred revenue | $ 270,000 |
Restatement of Previously Iss_7
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2018 (Details Narrative) - USD ($) | Jul. 20, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Proceeds from common stock issued | $ 3,463,705 | $ 984,864 | |||
Issuance of note receivable to private company | 300,000 | ||||
Fair value of shares issued price per share | $ 7.50 | ||||
Fair value of shares issued based on public offering price | $ 288,930 | 2,257,116 | |||
Fair value of common stock issued in connection with the financing transaction expense increased, value | $ 4,640,000 | $ 4,640,000 | |||
March 30, 2019 [Member] | |||||
Number of common stock shares issued | 906,666 | ||||
Proceeds from common stock issued | $ 6,800,000 | ||||
Issuance of note receivable to private company | 6,000,000 | ||||
Cash from shares issued | 800,000 | ||||
Proceeds of due from a note receivable | $ 6,000,000 | ||||
Fair value of shares issued price per share | $ 6 | $ 6 | |||
Fair value of shares issued based on public offering price | $ 5,440,000 | ||||
Net amount received from share issuance | 800,000 | ||||
Shares issuance expense recorded | $ 4,640,000 | ||||
Notes receivable decreased, value | 6,000,000 | ||||
Additional paid in capital decreased, value | 1,360,000 | ||||
Fair value of common stock issued in connection with the financing transaction expense increased, value | 4,640,000 | ||||
Net loss increased, value | $ 4,640,000 |
Restatement of Previously Iss_8
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2018 - Schedule of Restatements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Note receivable | $ 300,000 | $ 300,000 | |||
Additional paid-in capital | 16,376,192 | $ 8,465,294 | 16,376,192 | $ 8,465,294 | 8,465,294 |
Accumulated deficit | (8,527,080) | (1,661,847) | (8,527,080) | (1,661,847) | $ (3,266,313) |
Fair value of common stock issued in connection with the financing transaction | 4,640,000 | 4,640,000 | |||
Net loss | (4,772,586) | (203,390) | (5,146,255) | (714,550) | |
Net loss attributable to common shareholders | (4,853,200) | (203,390) | (5,260,767) | (680,094) | |
Comprehensive loss | $ 4,928,052 | $ 174,819 | $ 5,368,906 | $ 644,368 | |
Net loss per share, basic and diluted | $ (0.09) | $ 0 | $ (0.10) | $ (0.01) | |
Issuance of notes receivable | $ (300,000) | ||||
Net cash provided by (used in) investing activities | 242,080 | (130,584) | |||
Proceeds from shares issued for cash | 3,463,705 | 984,864 | |||
Net cash provided by financing activities | 2,008,063 | 2,321,626 | |||
Previously Reported [Member] | |||||
Note receivable | $ 6,300,000 | 6,300,000 | |||
Additional paid-in capital | 17,736,192 | $ 8,807,968 | 17,736,192 | 8,807,968 | |
Accumulated deficit | (3,887,080) | (751,056) | (3,887,080) | (751,056) | |
Fair value of common stock issued in connection with the financing transaction | |||||
Net loss | (132,586) | (103,395) | (506,255) | 4,741 | |
Net loss attributable to common shareholders | (213,200) | (86,707) | (620,767) | 39,197 | |
Comprehensive loss | $ (288,052) | 94,392 | $ (728,906) | $ (16,472) | |
Net loss per share, basic and diluted | $ 0 | $ (0.01) | $ 0 | ||
Issuance of notes receivable | $ (6,300,000) | ||||
Net cash provided by (used in) investing activities | (5,757,920) | ||||
Proceeds from shares issued for cash | 9,463,705 | ||||
Net cash provided by financing activities | 8,008,063 | ||||
Restatement Adjustment [Member] | |||||
Note receivable | $ (6,000,000) | (6,000,000) | |||
Additional paid-in capital | (1,360,000) | (342,674) | (1,360,000) | $ (342,674) | |
Accumulated deficit | (4,640,000) | (910,791) | (4,640,000) | (910,791) | |
Fair value of common stock issued in connection with the financing transaction | 4,640,000 | 4,640,000 | |||
Net loss | (4,640,000) | (99,995) | (4,640,000) | (719,291) | |
Net loss attributable to common shareholders | (4,640,000) | (99,995) | (4,640,000) | (719,291) | |
Comprehensive loss | $ (4,640,000) | $ 80,427 | $ (4,640,000) | $ 660,840 | |
Net loss per share, basic and diluted | $ (0.09) | $ (0.09) | $ (0.01) | ||
Issuance of notes receivable | $ 6,000,000 | ||||
Net cash provided by (used in) investing activities | 6,000,000 | ||||
Proceeds from shares issued for cash | (6,000,000) | ||||
Net cash provided by financing activities | $ (6,000,000) |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Leader Financial Asset Management Ltd. [Member] - Loan Agreement [Member] | Jun. 16, 2018USD ($) |
Due from related party | $ 300,000 |
Debt instrument, interest rate | 6.00% |
Debt instrument, maturity date | Jun. 15, 2020 |
Other Investments - Schedule of
Other Investments - Schedule of Other Investments (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Cash surrender value of life insurance, net of policy loan | $ 108,930 | $ 75,344 | |
Other | 1,754 | 3,500 | |
Total | 785,352 | 130,457 | |
Investment in Related Party [Member] | |||
Investments | [1] | 301,613 | 51,613 |
Equity Method Investee [Member] | |||
Investments | [2] | $ 373,055 | |
[1] | At September 30, 2018 and December 31, 2017, the Company had an investment in Greenpro Trust Limited (the "Trust") of $51,613, which is approximately 11.76% of the equity interest of the Trust and is recorded at cost, which approximates fair value. The Trust is a trust company organized in Hong Kong and provides trust services to high net worth individuals and families. Mr. Lee Chong Kuang and Mr. Loke Che Chan, Gilbert are common directors of the Trust and the Company. At September 30, 2018, the Company had an investment in Acorn Group Holdings Limited ("Acorn") of $250,000, which approximates a 2% equity interest of Acorn and is recorded at cost, which approximates fair value. Acorn is a company incorporated in the Cayman Islands that provides pension and administrative services. It was determined that the Company can significantly influence Acorn based on common business relationships. | ||
[2] | On July 3, 2018, the Company acquired 9.74% of KSP Holdings Group Company Limited ("KSPH") for $75,000 in cash. On July 31, 2018, the Company acquired another 39.26% of KSPH in exchange for 38,524 shares of the Company's common stock valued at $288,930. KSPH provides accounting, auditing and consulting services in Thailand and the investment in KSPH was made to expand the Company's services and client base in Thailand. The Company also issued 578 shares of the Company's common stock valued at $7.50 per share, or a total of $4,335, as a commission to Network 1 Financial Securities, Inc., the Company's financial advisor, and this was also capitalized as cost of investment. The Company accounts for its investment in KSPH under the equity method of accounting. At July 31, 2018, the cost of the Company's 49% equity interest investment in KSPH totaled $368,265. During the period from July 31, 2018 to September 30, 2018, the Company recorded its share of the KSPH's income of $4,790. There were no dividends received by the Company and no impairments recognized during the period. At September 30, 2018, the investment in KSPH was $373,055. |
Other Investments - Schedule _2
Other Investments - Schedule of Other Investments (Details) (Parenthetical) - USD ($) | Jul. 20, 2018 | Jul. 03, 2018 | Jul. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Number of common stock shares issued | 38,524 | |||||
Number of common stock sold during period | $ 288,930 | $ 2,257,116 | ||||
Greenpro Trust Limited Related Party [Member] | ||||||
Investments | $ 51,613 | $ 51,613 | $ 51,613 | |||
Equity ownership interest | 11.76% | 11.76% | 11.76% | |||
Acorn Group Holdings Limited [Member] | ||||||
Investments | $ 250,000 | $ 250,000 | ||||
Equity ownership interest | 2.00% | 2.00% | ||||
KSP Holding Group Company Limited [Member] | ||||||
Investments | $ 75,000 | $ 368,265 | $ 373,055 | $ 373,055 | ||
Equity ownership interest | 49.00% | |||||
Acquire percenatge | 9.74% | 39.26% | ||||
Exchange of shares issued for common stock, shares | 38,524 | |||||
Exchange of shares issued for common stock | $ 288,930 | |||||
Number of common stock shares issued | 578 | |||||
Sale of stock price, per share | $ 7.50 | |||||
Number of common stock sold during period | $ 4,335 | |||||
Share of results of associates | $ 4,790 | |||||
Dividends | ||||||
Impairments |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Jun. 12, 2018shares |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Number of warrants exercisable into common stock | 53,556 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | Jun. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Fair Value of warrants | $ 508,589 | $ 189,069 | |
Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 2.90% | 3.19% | 3.19% |
Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 165.00% | 204.00% | 204.00% |
Expected Life [Member] | |||
Fair value assumptions, measurement input, term | 4 years 8 months 12 days | 5 years | |
Expected Dividend Yield [Member] | |||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% |
Due to Related Parties (Details
Due to Related Parties (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Due to Related Parties [Abstract] | ||
Amount due to non-controlling interest | $ 977,032 | $ 1,441,548 |
Amount due to another non-controlling interest | $ 116,273 | $ 175,693 |
Due to Related Parties - Schedu
Due to Related Parties - Schedule of Amounts Due to Related Parties (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Due to Related Parties [Abstract] | ||
Due to non-controlling interest | $ 1,093,305 | $ 1,617,241 |
Due to shareholders | 74,905 | 3,993 |
Due to directors | 3,679 | 85,212 |
Due to related companies | 113,599 | 107,484 |
Total | $ 1,285,488 | $ 1,813,930 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jul. 20, 2018 | Jul. 18, 2018 | Jun. 12, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Number of common stock sold during period, shares | 38,524 | |||||
Stock issued price per share | $ 7.50 | |||||
Number of common stock sold during period | $ 288,930 | $ 2,257,116 | ||||
Equity interest, percentage | 39.26% | |||||
Proceeds used to make an investment | 325,000 | $ 205,000 | ||||
Proceeds from common stock issued | $ 3,463,705 | $ 984,864 | ||||
Network 1 Financial Securities, Inc [Member] | ||||||
Number of common stock sold during period, shares | 578 | |||||
Stock issued price per share | $ 7.50 | |||||
Number of common stock sold during period | $ 4,335 | |||||
V1 Group Limited [Member] | ||||||
Stock issued price per share | $ 6 | |||||
Proceeds from issuance public offering | $ 800,000 | |||||
Number of common stock sold during period | 5,440,000 | |||||
Proceeds used to make an investment | $ 6,000,000 | |||||
Number of common stock shares purchased | 94,350,000 | |||||
Number of common stock shares issued | 906,666 | |||||
Proceeds from common stock issued | $ 6,800,000 | |||||
Cash from shares issued | 800,000 | |||||
Proceeds of due from a note receivable | 6,000,000 | |||||
Shares issuance expense recorded | $ 4,640,000 | |||||
Public Offering [Member] | ||||||
Number of common stock sold during period, shares | 535,559 | |||||
Stock issued price per share | $ 6 | $ 6 | ||||
Proceeds from issuance public offering | $ 2,700,000 | $ 2,765,705 | ||||
Underwriting commissions and offering expenses | 447,649 | |||||
Fair value of warrants issued | $ 508,589 | |||||
Number of common stock sold during period | $ 535,559 | |||||
Private Placements [Member] | V1 Group Limited [Member] | ||||||
Number of common stock sold during period, shares | 906,666 | |||||
Proceeds from issuance public offering | $ 6,800,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Service Revenue [Member] | ||||
Revenue from related parties | $ 78,606 | $ 23,753 | $ 339,422 | $ 277,203 |
Cost of service, related parties | 66,000 | |||
Rental Revenue [Member] | ||||
Revenue from related parties | $ 17,032 | 46,521 | ||
Cost of Service Revenue [Member] | ||||
Cost of service, related parties | 66,000 | |||
Related Party B [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 129,803 | 187,152 | ||
Related Party C [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 90,051 | |||
Related Party C [Member] | Rental Revenue [Member] | ||||
Revenue from related parties | 43,037 | |||
Related Party D [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 208,666 | |||
Related Party E [Member] | Service Revenue [Member] | ||||
Revenue from related parties | 953 | |||
Related Party E [Member] | Cost of Service Revenue [Member] | ||||
Cost of service, related parties | 66,000 | |||
Related Party A [Member] | Rental Revenue [Member] | ||||
Revenue from related parties | $ 3,484 |
Segment Information (Details Na
Segment Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2018OperatingSegments | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Summarized Financial Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||||
Revenues | $ 1,557,213 | $ 879,754 | $ 3,105,888 | $ 2,279,220 | ||||
Cost of revenues | 1,425,656 | 550,105 | ||||||
Depreciation and amortization | 201,417 | 138,157 | ||||||
Net (loss) income | (4,772,586) | (203,390) | (5,146,255) | (714,550) | ||||
Total assets | 12,729,293 | 11,914,472 | 12,729,293 | 11,914,472 | $ 11,014,307 | |||
Capital expenditures for long-lived assets | 295,287 | 70,938 | ||||||
Hong Kong [Member] | ||||||||
Revenues | 1,274,864 | 649,029 | 2,391,381 | [1] | 1,642,944 | [1] | ||
Cost of revenues | [1] | 1,200,234 | 388,192 | |||||
Depreciation and amortization | [1] | 75,428 | 64,956 | |||||
Net (loss) income | [1] | (4,782,000) | (626,836) | |||||
Total assets | [1] | 8,315,537 | 7,770,600 | 8,315,537 | 7,770,600 | |||
Capital expenditures for long-lived assets | [1] | 252,911 | 48,527 | |||||
Malaysia [Member] | ||||||||
Revenues | 237,309 | 146,781 | 562,522 | [1] | 497,643 | [1] | ||
Cost of revenues | [1] | 217,861 | 161,913 | |||||
Depreciation and amortization | [1] | 26,294 | 23,726 | |||||
Net (loss) income | [1] | (54,289) | 32,127 | |||||
Total assets | [1] | 1,132,458 | 1,177,423 | 1,132,458 | 1,177,423 | |||
Capital expenditures for long-lived assets | [1] | 4,267 | 12,651 | |||||
China [Member] | ||||||||
Revenues | 45,040 | 83,944 | 151,985 | [1] | 138,633 | [1] | ||
Cost of revenues | [1] | 7,561 | ||||||
Depreciation and amortization | [1] | 99,695 | 49,475 | |||||
Net (loss) income | [1] | (309,966) | (119,841) | |||||
Total assets | [1] | 3,281,298 | 2,966,449 | 3,281,298 | 2,966,449 | |||
Capital expenditures for long-lived assets | [1] | 38,109 | 9,760 | |||||
Real Estate Properties [Member] | ||||||||
Revenues | 1,130,764 | 139,281 | ||||||
Cost of revenues | 803,833 | 48,639 | ||||||
Depreciation and amortization | 24,959 | 12,037 | ||||||
Net (loss) income | 242,887 | 30,422 | ||||||
Total assets | 2,947,496 | 3,804,070 | 2,947,496 | 3,804,070 | ||||
Capital expenditures for long-lived assets | ||||||||
Service Business [Member] | ||||||||
Revenues | 1,975,124 | 2,139,939 | ||||||
Cost of revenues | 524,823 | 501,466 | ||||||
Depreciation and amortization | 164,183 | 126,120 | ||||||
Net (loss) income | (5,539,271) | (742,851) | ||||||
Total assets | 7,479,236 | 7,874,276 | 7,479,236 | 7,874,276 | ||||
Capital expenditures for long-lived assets | 43,443 | 70,938 | ||||||
Corporate Business [Member] | ||||||||
Revenues | ||||||||
Cost of revenues | 97,000 | |||||||
Depreciation and amortization | 12,275 | |||||||
Net (loss) income | 150,129 | (2,121) | ||||||
Total assets | $ 2,302,561 | $ 236,126 | 2,302,561 | 236,126 | ||||
Capital expenditures for long-lived assets | $ 251,844 | |||||||
[1] | Revenues and costs are attributed to countries based on the location where the entities operate. |