What changed in this filing

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Item 9A. Controls and Procedures

2022-03-29 compared with 2021-03-30 · 865 added, 549 removed, 349 unchanged (80% of the section changed)

2 unchanged sentences

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by,

or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted

in the United States of America and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company

are being made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of

directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being

made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of

internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

of December 31, 2020, management assessed the effectiveness of our internal control over financial reporting based on the criteria

for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls

and procedures over were not effective.

This was due to deficiencies that existed in the design or operation of our internal controls

over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

of December 31, 2021, management assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures

over were not effective.

This was due to deficiencies that existed in the design or operation of our internal controls over financial

reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

Material Weakness

material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies,

that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or

material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that

results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2021.

do not have adequate segregation of duties and effective risk assessment –

Lack of segregation of duties and effective

risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to

detect errors.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the

annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal

control over financial reporting as of December 31, 2020 based on criteria established in Internal Control—Integrated Framework

issued by COSO.

Management’s

do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk

assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of December 31, 2021 based on criteria established in Internal Control—Integrated Framework issued

Remediation Initiatives

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or plan to initiate, the following series of measures:

plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources

and technical accounting expertise within the accounting function.

The accounting personnel is responsible for reviewing the

financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit

SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

intend to add staff members to our management team for making sure that information required to be disclosed in our reports

filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the

staff members will have segregated responsibilities with regard to these responsibilities.

plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical

accounting expertise within the accounting function.

The accounting personnel is responsible for reviewing the financing activities,

facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents

to our legal counsel in order to comply with the filing requirements of SEC.

intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed

and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members

will have segregated responsibilities with regard to these responsibilities.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021.

in internal controls over financial reporting

was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which

has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered

independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide

only management’s report in this Annual Report on Form 10-K.

was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially

affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered independent

public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this Annual Report on Form 10-K.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

executive officer’s and director’s and their respective ages as of the date hereof are as follows:

Executive Officer, President, Secretary, Treasurer, Director

Investment Officer, Director

forth below is a brief description of the background and business experience of our executive officer and director for the past

Chee Seong –

President, Chief Executive Officer, Secretary, Treasurer, Director

Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National

University of Malaysia (UKM) in 1985.

Kok Hoong (1)

Non-Executive Director

Ramesh Ruben (1)

Non-Executive Director

Financial Officer

Member of the Audit Committee.

forth below is a brief description of the background and business experience of our executive officers and directors for the past

Chee Seong – President, Chief Executive Officer, Secretary, Treasurer, Director

Chin Chee Seong achieved a Bachelor Degree with Honours in Electrical, Electronic and Communication Engineering from National University

of Malaysia (UKM) in 1985.

He was the councilor and past chairman of the National ICT Association of Malaysia (PIKOM).

He was appointed as the Honorary Chairman of PIKOM and is currently the Advisor of PIKOM.

He was appointed

as the Honorary Chairman of PIKOM and is currently the Advisor of PIKOM.

Additionally, Mr.

Chin Chee Seong is

also a National Vice President of SME Association of Malaysia, National President of the Malaysia Cross Boarder e-Commerce Association

and Deputy Chairman of the Financial and Capital Market Committee of the Chinese Chamber of Commerce & Industry of Kuala Lumpur

& Selangor (KLSCCCI).

Chin Chee Seong is also a National Vice President

of SME Association of Malaysia, National President of the Malaysia Cross Boarder E-Commerce Association and Deputy Chairman of the Financial

and Capital Market Committee of the Chinese Chamber of Commerce & Industry of Kuala Lumpur & Selangor (KLSCCCI).

Chin Chee Seong served as a technical engineer/technical manager of Seniko Sdn.

from 1985 to 1996.

third party maintenance company which provides maintenance services relating to technology, computer systems, hardware and software.

From 1996 to 2000 he was the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

Chin served as Chief Executive Officer of JOC Technology, a full-service application service provider.

The Company’s

services include virtual domain hosting, virtual domain e-mail services, and on-line e-commerce services.

is a third-party

maintenance company which provides maintenance services relating to technology, computer systems, hardware and software.

2000 he was the General Manager of Telekom Equipment Malaysia, a subsidiary of Telekom Malaysia Bhd.

From 2000 to 2006 Mr.

served as Chief Executive Officer of JOC Technology, a full-service application service provider.

The Company’s services include

virtual domain hosting, virtual domain e-mail services, and on-line e-commerce services.

2007 to present, Mr.

Chin Chee Seong has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary

of Japan listed company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and

sells weapons and items used in games.

Additionally, from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company

that provides information technology solutions and management services for the amusement industry which including ticketing management,

admission control, theatre ticket management, online e-commerce, membership management, e-commerce, and e-wallet systems.

Chin also served as Independent & Non-Executive Director at M-Mode Bhd, a digital contents and media company that offers contents

through the engagement of devices and media, from August 14, 2009 to June 7, 2012.

Chin Chee Seong’s decades of experience in the ICT industry and his seven years of experience in Online Gaming Industry,

Chin Chee Seong has served as the Chief Executive Officer of Gonzo Rosso Malaysia, a wholly owned subsidiary of

Japan listed company, Gonzo Rosso K.K., which focused on the online gaming business, specifically operates online games and sells weapons

and items used in games.

Additionally, from 2014 to 2016, he was a Non-Executive Director of Galasys Plc., a company that provides information

technology solutions and management services for the amusement industry which including ticketing management, admission control, theatre

ticket management, online e-commerce, membership management, e-commerce, and e-wallet systems.

Chin also served as Independent &

Non-Executive Director at M-Mode Bhd, a digital contents and media company that offers contents through the engagement of devices and

media, from August 14, 2009 to June 7, 2012.

Chin Chee Seong’s decades of experience in the ICT industry and his seven years of experience in Online Gaming Industry,

the board of Directors has determined to elect Mr.

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Treasurer, and Director.

Kok Wah –

Chief Investment Officer, Director

Seah Kok Wah is the current Deputy Chairman of the National ICT Association of Malaysia (PIKOM) and Vice President of the Malaysia

Cross Border eCommerce Association (MCBEA).

He is also a board member of The World Information Technology and Services Alliance

(WITSA), a leading consortium of ICT industry association members from over 80 global economies.

He graduated with a Master’s

Degree in Computer Science from California State University, United States of America, in 1996.

Kok Wah – Chief Investment Officer, Director

Seah Kok Wah is the current Deputy Chairman of the National ICT Association of Malaysia (PIKOM) and Vice President of the Malaysia Cross

Border E-Commerce Association (MCBEA).

He is also a board member of The World Information Technology and Services Alliance (WITSA), a

leading consortium of ICT industry association members from over 80 global economies.

He graduated with a Master’s Degree in Computer

Science from California State University, United States of America, in 1996.

Seah Kok Wah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape

1 unchanged sentence

Seah Kok Wah joined Sun Microsystem Inc., an American company that sold computers,

computer components, software, and information technology services and created the Java programming language, the Solaris operating

system, ZFS, the Network File System, and SPARC, from 1997 to 2003 and held the position of Sun Professional Services Business

Operation & Channels Management of Greater China.

Seah Kok Wah co-founded several companies including Bimbit.com Sdn Bhd in 2005, Afor Pte Ltd Singapore in 2002 which floated on

the Singapore Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”.

Seah Kok Wah was

also one of the co-founders of Galasys PLC in 2010 that was floated on the London Stock Exchange in 2014.

Galasys PLC provides

information technology solutions and management services for the amusement industry as abovementioned.

He served as its Chief

Executive Officer and Executive Director from 2014 to 2017.

Additionally, he has served as Chairman of SCCW Holdings Sdn Bhd in

2018 until now.

Seah Kok Wah’s corporate management and strategy experience in the information and computer technology industry has led

the Board of Directors to reach the conclusion that he should serve as the Chief Investment Officer and Director of the Company.

Company promotes accountability for adherence to honest and ethical conduct;

endeavors to provide full, fair, accurate, timely

and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the

“SEC”) and in other public communications made by the Company;

and strives to be compliant with applicable governmental

laws, rules and regulations.

The Company has not formally adopted a written code of business conduct and ethics that governs the

Company’s employees, officers and Directors as the Company is not required to do so.

lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning

the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial

statements and other services provided by the Company’s independent public accountants.

The Board of Directors, the Chief

Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices

and policies.

Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does

our Company have a written nominating, compensation or audit committee charter.

Our Directors believes that it is not necessary

to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Committee Financial Expert

Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”

as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent”

term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule

4200(a)(14) of the FINRA Rules.

believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls

and procedures for financial reporting.

The Director(s) of our Company does not believe that it is necessary to have an audit

committee because management believes that the Board of Directors can adequately perform the functions of an audit committee.

In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert”

would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact

that we have not generated any positive cash flows from operations to date.

computer components, software, and information technology services and created the Java programming language, the Solaris operating system,

ZFS, the Network File System, and SPARC, from 1997 to 2003 and held the position of Sun Professional Services Business Operation &

Channels Management of Greater China.

Seah Kok Wah co-founded several companies including Bimbit.com Sdn.

in 2005, Afor Pte Ltd Singapore in 2002 which floated on the

Singapore Stock Exchange in 2008 and subsequently rebranded as “EpiCentre Holdings Ltd”.

Seah Kok Wah was also one of

the co-founders of Galasys PLC in 2010 that was floated on the London Stock Exchange in 2014.

Galasys PLC provides information technology

solutions and management services for the amusement industry as abovementioned.

He served as its Chief Executive Officer and Executive

Director from 2014 to 2017.

Additionally, he has served as Chairman of SCCW Holdings Sdn.

in 2018 until now.

Seah Kok Wah’s corporate management and strategy experience in the information and computer technology industry has led the Board

of Directors to reach the conclusion that he should serve as the Chief Investment Officer and Director of the Company.

Cheah Kok Hoong – Independent Non-Executive Director

Cheah, aged 55, is a former Group Chief Executive Director of Hitachi Sunway Information System, better known as Hitachi Sunway, that

thrived in providing ICT and digital solutions and services in ASEAN.

Cheah’s career span over 30 years and have garnered experience

across various industries including business development, mergers and acquisition, business strategy development, regional expansion,

and process engineering across various verticals such as information technology, venture capital, conglomerates, manufacturing, and the

service industry.

Additionally, he holds various professional positions which includes the IT advisor to the Sunway Group, Director of

Powerware Systems, and General Partner of Sun SEA Capital.

Cheah is also the Honorary Chairman of the Malaysia Cross Border E-Commerce

Association (MCBEA) since 2019, as well as a Member of the Associated Chinese Chambers of Commerce and Industry of Malaysia (ACCCIM)

under the Finance and Capital Market Consultative Committee since 2018.

He is currently the Executive Chairman of SteerQuest Sdn Bhd,

Managing Director of SQ Digital Vision Group Sdn.

and the Chief Executive Officer of Cognitive Digital Sdn Bhd.

In addition, he

is also an Advisor for the Aerospace Engineering Edutech, Angkasa-X Holding.

Cheah also serves as an Industrial Advisory Board (IAB) member on both SoftwareONE and Sunway University, where he is dedicated to his

role as the Sunway University Business School’s Adjunct Practice Professor.

Furthermore, he is also an IAB member on various boards

within Sunway University itself, including the Department of Computing and Information Systems, the School of Science and Technology,

specifically the Research Centre for Nano-Materials and Energy Technology.

In addition, Mr.

Cheah is also an External Industry Committee

Member for Master of Business Analytics in the Department of Business Analytics.

Cheah is also an instrumental force that has been driving the growth of the Malaysian ICT industry as he is had also previously served

as the Chairman of PIKOM (The National Tech Association of Malaysia) between 2013 to 2015 as well as the Chairman of Human Capital Development,

a Chapter within PIKOM.

As of today, he is a renowned advisor to PIKOM’s various sectors and initiatives, namely Cybersecurity,

Venture Investment, and the World Congress on Information Technology (WCIT).

On top of that, he also serves as the Chairman of OM (formerly

known as Outsourcing Malaysia) in PIKOM.

Cheah’s past achievements include his induction into the PLC Hall of Fame for his leadership and stewardship in promoting the PLC

Leadership programme as part of the National ICT Certification & Standardization Grid (NICS Competence Grid), and the conferment

of PIKOM’s CIO Excellence Award for his outstanding leadership in the ICT adoption in Sunway Group.

Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College,

Malaysia, since 1990.

Louis Ramesh Ruben – Independent Non-Executive Director

Louis, age 44, is a Chartered Accountant of the Malaysian Institute of Accountants (MIA), a fellow member of Association of Chartered

Certified Accountants (FCCA), a chartered member of the Institute of Internal Auditors, as well as a Certified Financial Planner.

Louis has over 20 years of experience in accounting, auditing and risk management ranging from large public listed companies to multinational

corporations, government agencies as well as SME’s in a spectrum of industries including plantation, property development, manufacturing,

trading, IT, shipping, retailing, etc.

He started his career at Arthur Andersen, and subsequently moved to BDO.

He also has experience

in corporate finance with Southern Investment Bank Berhad.

Louis has hands-on experience on other corporate exercises such as due

diligence, IPO’s, issuance of bonds, corporate & debt restructuring and investigative audit.

His training and advisory experience

includes topics on Internal & Statutory Auditing, Public Sector/Government Audits, Value-for-Money Audits, ISQC 1, Risk Management

& Internal Controls, Review and Assurance Engagements such as Financial Due Diligence, Forecasts & Projections, Forensic &

Fraud Accounting/Auditing, as well as practical application of International Financial Reporting Standards (“IFRS”), Reporting

Standards for SMEs (MPERS/PERS) and public sector accounting (MPSAS).

He has facilitated training and provided advisory for public accountants

across Asia Pacific, multinationals and public sector institutions.

Louis is a certified trainer by the Human Resource Development

Fund (HRDF), Ministry of Human Resources Malaysia.

Louis graduated from National University of Malaysia with a bachelor’s degree in Accounting.

He earned an MBA from the University

of Strathclyde, United Kingdom, graduated with a distinction in 2012.

He is currently pursuing his Doctor of Philosophy in University

Tan Hock Chye – Chief Financial Officer

Tan, age 62, is the National Deputy Treasurer of the SME Association of Malaysia as well as the National Treasurer and

Council Member of Malaysia Cross Border E-Commerce Association.

Tan is a Chartered Global Management Accountant of the Association of International Certified Professional Accountants, and a Fellow

Member of the Chartered Institute of Management Accountants, United Kingdom, as well as a Chartered Accountant with the Malaysian Institute

of Accountants.

Tan obtained his Master’s Degree in Business Administration (MBA) from Oklahoma City University, United

States of America and he attended Harvard Premier Management Program organized by the Harvard Business School Alumni Club of Malaysia

Tan has more than 35 years of extensive working experience in both private and public companies in Papua New Guinea, Singapore and Malaysia.

The public companies that he has worked for includes Dataprep Holdings Berhad (Bursa Malaysia) as Chief Financial Officer, Chief Operating

Officer and Group Managing Director from 2003 to 2018, United Engineers (M) Berhad (Bursa Malaysia) as Head, Finance and Accounting of

Trading Division from 1991 to 1994, Malaysian subsidiary of PZ Cussons plc (London Stock Exchange) as Accounting Manager/Local Agent

from 1989 to 1991 and the Malaysian associated company of Chuan Hup Holdings Ltd (Singapore Stock Exchange) as Company Accountant/Secretary

from 1986 to 1989.

Private Companies that Mr.

Tan has worked for includes Wardah Communication Sdn.

as Chief Business Officer from

2018 to 2019, Ken-Air Holdings Sdn.

as Financial Controller and Chief Executive Officer from 1994 to 2003 and Word Publishing Co.

as Management Accountant and Chief Accountant from 1982 to 1985.

in Certain Legal Proceedings

Directors and our Executive officers have not been involved in any of the following events during the past ten years:

petition filed by or against any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business,

securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal

or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,

suspended, or vacated;

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to

have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading

Commission has not been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or

commodities law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including,

but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary

or permanent cease-and-desist order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not

been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities

law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited

to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined

in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or

organization that has disciplinary authority over its members or persons associated with a member.

are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until

such time as we are required to do so.

have not adopted a formal Code of Ethics.

The Board of Directors evaluated the business of the Company and the number of employees

and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and

state criminal, business conduct and securities laws are adequate ethical guidelines.

In the event our operations, employees and/or

Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations

for Directors.

The Board of Directors believes that, given the stage of our development, a specific nominating policy would be

premature and of little assistance until our business operations develop to a more advanced level.

Our Company does not currently

have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process

or procedure for evaluating such nominees.

The Board of Directors will assess all candidates, whether submitted by management

or shareholders, and make recommendations for election or appointment.

78c(a)(26))), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that

has disciplinary authority over its members or persons associated with a member.

Company has two independent non-executive directors as members of our Board of Directors, the Company does not anticipate

having additional independent Directors until such time as we are required to do so.

board of directors has established an Audit Committee and adopted written charters for the committee.

Copy of the charter is available

on our website and our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee is currently comprised of our director Mr.

Seah Kok Wah and our two independent non-executive directors:

Ruben and Mr.

Cheah Kok Hoong.

Louis is Chair of the Audit Committee and he qualifies as the Audit Committee financial expert as

defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three Board members and such members shall constitute at least a majority of

the Company’s independent non-executive directors.

The Company’s website contains a copy of the Audit Committee Charter.

The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal

audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public

accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

registered public accounting firm, internal auditors or management.

Our board of directors has adopted a code of ethics

that applies to all our directors, officers and employees, including our principal executive officer, principal financial officer and

principal accounting officer.

The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance

with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on

inside information, and reporting of violations of the code.

The code of ethics is available on the Company’s website at https://www.seatech-ventures.com/.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.

The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little

assistance until our business operations develop to a more advanced level.

Our Company does not currently have any specific or minimum

criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such

The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations

for election or appointment.

shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,

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EXECUTIVE COMPENSATION

following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers

who served at the end of the period December 31, 2020, for services rendered in all capacities to us.

following table sets forth information concerning the compensation of our principal executive

officer, principal investment officer and principal financial officer who served at the end of the year December 31,

2021, for services rendered in all capacities to us.

Compensation Table:

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Other Compensation

Chee Seong, Chief Executive Officer, President, Secretary, Treasurer, Director

the year ended December 31, 2021

Executive Officer, President, Secretary, Treasurer, Director

the year ended December 31, 2020

Kok Wah, Chief Investment Officer, Director

Chief Investment

the year ended December 31, 2021

the year ended December 31, 2020

the year ended December 31, 2021

Financial Officer

the year ended December 31, 2020

Disclosure to Summary Compensation Table

are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive stock options at the discretion of our board of directors in the future.

not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors

or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate

such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change

of responsibilities following a change of control.

Our directors

and executive officers may receive stock options at the discretion of our board of directors in the future.

We do not have any material

bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,

except that stock options may be granted at the discretion of our board of directors from time to time.

We have no plans or arrangements

in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination

of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Option Grants

have not granted any stock options to our executive officers since our incorporation.

do not have an employment or consulting agreement with any officers or Directors.

Our Chief Executive Officer, Chin Chee Seong,

and our Chief Investment Officer, Seah Kok Wah, signed employment agreement on April 01, 2021 while our Chief Financial Officer, Tan

Hock Chye, signed employment agreement on July 01, 2021.

Discussion and Analysis

Board of Directors does not currently receive any consideration for their services as members of the Board of Directors.

of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration

for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

During our fiscal year ended December 31, 2021,

we provided monthly compensation to our independent non-executive directors, including Mr.

Louis Ramesh Ruben for $500 and Mr.

Kok Hoong for $500.

All the independent non-executive directors are also the members of audit committee.

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors

reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration

for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive

officer’s performance.

This package may also include long-term stock based compensation to certain executives, which is

intended to align the performance of our executives with our long-term business strategies.

Additionally, while our Board of Directors

has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in

the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,

if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business

objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result

of the actions and ability of such executives.

Our Board of Directors reserves

the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services

rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance

base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination

believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the

Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and

growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability

of such executives.

Stock Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we

may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion

of our Board of Directors, which we do not currently have any immediate plans to award.

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award

our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of

Directors, which we do not currently have any immediate plans to award.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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shares of common stock have been used throughout this report.

following table sets forth, as of December 31, 2020 certain information with regard to the record and beneficial ownership of

the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5%

of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all

executive officers and directors of the Company as a group:

following table sets forth, as of December 31, 2021 certain information with regard to the record and beneficial ownership of the Company’s

common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common

stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of

the Company as a group:

Name and Address of Beneficial Owner

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Executive Officers and Directors

Chin Chee Seong, Chief Executive Officer, President, Secretary, Treasurer and Director

Seah Kok Wah, Chief Investment Officer, Director

Chin Chee Seong,

Chief Executive Officer, President, Secretary, Treasurer and Director

Seah Kok Wah,

Chief Investment Officer, Director

Cheah Kok Hoong

Independent Non-Executive Director

Louis Ramesh Ruben

Independent Non-Executive Director

Tan Hock Chye

Chief Financial Officer

All of executive officers and director as a group

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Greenpro Asia Strategic SPC 1

Greenpro Venture Capital Limited 2

STVC Talent Sdn Bhd 2

Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited.

Greenpro Venture Capital Limited is owned by Greenpro Capital Corp.

The controlling shareholders of Greenpro Capital Corp.

Lee Chong Kuang and Mr.

Loke Che Chan.

Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn.

ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

Under this rule, certain shares may be deemed

to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares

(for example, upon exercise of a n option or warrant) within 60 days of the date as of which

the information is provided.

In computing the percentage ownership of any person, the amount of shares is deemed to include the

amount of shares beneficially owned by such person by reason of such acquisition rights.

As a result, the percentage of outstanding

shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any

particular date.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting

or investment power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and

warrants currently exercisable or exercisable within 60 days of the date of this table.

In determining the percent of common

stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially

owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and

conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding

on as of the date of this Annual Report (92,519,867 shares), and (ii) the total number of shares that the beneficial owner

may acquire upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole power to vote

and dispose of its shares.

Under this rule, certain shares may be deemed to

be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon

exercise of a n option or warrant) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned

by such person by reason of such acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the

following table does not necessarily reflect the person’s actual voting power at any particular date.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable

or exercisable within 60 days of the date of this table.

In determining the percent of common stock owned by a person or entity as

of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including

shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)

the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (92,519,843

shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

on the total issued and outstanding shares of 92,519,843 as of the date of this Annual Report.

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April 2, 2018, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr.

Chee Seong for initial working capital of $10.

Chin Chee Seong is Chief Executive Officer, President, Secretary, and Treasurer

of the Company.

Seong for initial working capital of $10.

Chin Chee Seong is Chief Executive Officer, President, Secretary, and Treasurer of the

He is also a member of our Board of Directors.

April 2, 2018 Mr.

Seah Kok Wah was appointed Chief Investment Officer of the Company and was subsequently appointed as Director

on March 13, 2019.

May 2, 2018, we, “the Company”

acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as

the “Malaysia Company”), a company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a company incorporated in Hong Kong.

Seah Kok Wah was appointed Chief Investment Officer of the Company and was subsequently appointed as Director on March

May 2, 2018, we, “the Company” acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia

Company”), a company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a company incorporated in Hong Kong.

May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to both Mr.

Chin Chee Seong and Mr.

Seah Kok Wah,

with a par value of $0.0001 per share, for total additional working capital of $4,000.

Seah Kok Wah is our Chief Investment

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited, with a par

value of $0.0001 per share, for additional working capital of $1,000.

Greenpro Venture Capital Limited is owned by Greenpro Capital

The controlling shareholders of Greenpro Capital Corp.

Seah Kok Wah, with

a par value of $0.0001 per share, for total additional working capital of $4,000.

Seah Kok Wah is our Chief Investment Officer.

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited, with a par value

of $0.0001 per share, for additional working capital of $1,000.

Greenpro Venture Capital Limited is owned by Greenpro Capital Corp.

controlling shareholders of Greenpro Capital Corp.

Lee Chong Kuang and Mr.

Loke Che Chan.

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic SPC, with a par value

of $0.0001 per share, for additional working capital of $3,000.

Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is

owned and controlled by GC Investment Management Limited.

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic SPC, with a par value of $0.0001

per share, for additional working capital of $3,000.

Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled

by GC Investment Management Limited.

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn Bhd, with a par value of $0.0001

per share, for additional working capital of $1,000.

Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling

shareholder of STVC Talent Sdn.

Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder

of STVC Talent Sdn.

Venture Capital Limited is owned by Greenpro Capital Corp.

The controlling shareholders of Greenpro Capital Corp.

are Lee Chong

Kuang and Loke Che Chan.

are Lee Chong Kuang

and Loke Che Chan.

the period December 31, 2018 the Company paid $60,000 to Greenpro Financial Consulting Limited for professional services.

the year ended December 31, 2019, the Company paid $158,720 Greenpro Financial Consulting Limited for professional services and

cost of providing corporate development advisory services to ICT and technology based companies.

the year ended December 31, 2019, the Company paid $158,720 Greenpro Financial Consulting Limited for professional services and cost

of providing corporate development advisory services to ICT and technology-based companies.

the year ended December 31, 2021, the Company paid $307,700 Greenpro Financial Consulting Limited for professional services and cost

of providing corporate development advisory services to ICT and technology-based companies.

PARTY TRANSACTIONS

the year ended December 31, 2020 the Company has following transactions with related parties:

the year ended December 31, 2021 and 2020 the Company has following transactions with related parties:

For the year ended

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- Related party A

- Related party B

- Related party C

- Related party D

Cost of Sales

- Related party A

related party A, through its wholly owned subsidiaries is a 34.06% shareholder of the Company.

party B represents company where the Company owns 13.80% interest in the company.

party C represents company where the Company owns 14.66% interest in the company.

party D represents company where the Company owns 15.55% interest in the company.

Approval and Ratification of Related Party Transactions

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or

ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional

Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an

appropriate committee thereof.

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification

of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.

establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so

that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee

On a moving forward basis, our Directors will continue to approve any related party transaction.

PRINCIPAL ACCOUNTING FEES AND SERVICES

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last

two fiscal years.

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal

For the Year Ended

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All other fees

category of “Audit fees”

includes fees for our annual audit, quarterly reviews and services rendered in connection

with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

category of “Audit-related fees”

includes employee benefit plan audits, internal control reviews and accounting consultation.

of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally

provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved

by our board of directors.

category of “Audit fees” includes fees for our annual audit, and services rendered in connection with regulatory filings

with the SEC, such as the issuance of comfort letters and consents.

category of “Audit-related fees” includes quarterly reviews, employee benefit plan audits, internal control reviews and accounting

consultation.

of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board

of directors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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following financial statements of SEATech Ventures Corp.

and Report of Independent Registered Public Accounting Firm are presented

in the “F”

pages of this Report:

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Report:

Report of Independent Registered Public Accounting Firm

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Consolidated Statements of Operations

Consolidated Statements of Stockholders’

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

following exhibits are filed or “furnished”

following exhibits are filed or “furnished” herewith:

Articles of Incorporation**

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Section 1350 Certification of principal investment officer*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith.

As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.8 (File No.

333-228847) on April 30, 2019.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

VENTURES CORP.

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TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Stockholders’

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of SEATech Ventures

2708-09, 27/F, The Metropolis Tower,

Metropolis Drive, Hung Hom, Hong Kong.

Board of Directors and Stockholders of

Ventures Corp.

& 11-06, Tower A, Avenue 3 Vertical Business Suite,

Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.

on the Financial Statements

We have audited the accompanying consolidated balance

sheets of SEATech Ventures Corp.

(the ‘Company’) as of December 31, 2020 and 2019, and the related consolidated statements

of operations and comprehensive income, stockholders’

equity, and cash flows for the each of two years in the year

ended of December 31, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for each of two years in the year ended

have audited the accompanying consolidated balance sheets of SEATech Ventures Corp.

(the ‘Company’) as of December 31, 2021

and 2020, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows

for the each of two years in the year ended of December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of two years in the year ended

December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to

the financial statements, the Company’s losses from operations and no operation raise substantial doubt about its ability

to continue as a going concern.

Management’s plans regarding those matters also are described in Note 2.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

As discussed in Note 2 to the

financial statements, the Company had incurred a net loss during the year, had an accumulated deficit and negative

operating cash flows as of December 31, 2021.

These factors raise substantial doubt about its ability to continue as a going

Management’s plans regarding those matters also are described in Note 2.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

We believe that

our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to those charged with governance that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there are no critical matters.

JP CENTURION & PARTNERS PLT

CENTURION & PARTNERS PLT

have served as the Company’s auditor since 2020.

Centurion & Partners PLT (PCAOB:

Lumpur, Malaysia

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OF DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

As of December 31,

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Account receivables

Amount due from a related party

Amount due from corporate shareholder of a subsidiary

Cash and cash equivalents

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Total non-current assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

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TOTAL LIABILITIES

STOCKHOLDERS’

STOCKHOLDERS’ EQUITY

Preferred shares, $ 0.0001 par value;

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Accumulated deficit

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

$ ( 499,923 )

$ ( 398,537 )

TOTAL SEATECH VENTURES CORP.

STOCKHOLDERS’ EQUITY

NON-CONTROLLING INTEREST

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes to consolidated financial statements.

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YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

For the year ended

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LOSS BEFORE INCOME TAX

$ ( 101,650 )

$ ( 107,186 )

INCOME TAXES PROVISION

Other comprehensive income/(loss):

- Foreign exchange adjustment gain/(loss)

OTHER COMPREHENSIVE LOSS

Foreign exchange translation loss

COMPREHENSIVE LOSS

NET LOSS ATTRIBUTABLE TO:

Non-controlling interests

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO:

Non-controlling interests

OTHER COMPREHENSIVE LOSS FOR THE YEAR

Net loss per share- Basic and diluted

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VENTURES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

COMMON SHARES

ACCUMULATED OTHER

expressed in United States Dollars (“US$”), except for number of shares)

Number of Shares

PAID-IN CAPITAL

COMPREHENSIVE INCOME

Balance as of January 01, 2019

Balance as of December 31, 2019

COMPREHENSIVE

CONTROLLING INTEREST

Number of Shares

PAID-IN CAPITAL

COMPREHENSIVE

CONTROLLING INTEREST

Balance as of

January 01, 2020

$ ( 291,351 )

Share issued in initial public offering completed on May 04, 2020 at $ 1.00 per share

Balance as of December 31, 2020

Shares spinoff adjustment resulted from a stock distribution by a corporate shareholder

Shares spinoff adjustment resulted from a stock distribution by a corporate shareholder, shares

Acquisition of subsidiaries

Foreign exchange translation

Balance as of

December 31, 2020

$ ( 398,537 )

Shares spinoff adjustment resulted from a stock distribution by a corporate shareholder

Acquisition of a subsidiary

Foreign exchange translation loss

Balance as of

December 31, 2021

$ ( 499,923 )

accompanying notes to consolidated financial statements

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YEARS ENDED DECEMBER 31, 2021 AND 2020

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

For the year ended

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For the year ended

December 31, 2019 (Audited)

December 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 101,650 )

$ ( 107,186 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Accounts payable

Amount due to a director

Amount due from corporate shareholder of a subsidiary

Amount due from a related company

Other payables and accrued liabilities

4 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from subscription shares of non-controlling interest

Share subscriptions receipts

Advances from director

Net cash provided by financing activities

10 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

ORGANIZATION AND BUSINESS BACKGROUND

3 unchanged sentences

services to ICT and technology based companies.

May 2, 2018, the Company acquired 100% of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia

Company”), a private limited company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a private limited company incorporated in Hong Kong.

of the Company’s subsidiary:

May 2, 2018, the Company acquired 100 % of the equity interests in SEATech Ventures Corp (herein referred as the “Malaysia Company”),

a private limited company incorporated in Labuan, Malaysia.

December 21, 2018, SEATech Ventures Corp, a Malaysia Company acquired SEATech Ventures (HK) Limited (herein referred as the “Hong

Kong Company”), a private limited company incorporated in Hong Kong.

October 04, 2021, SEATech Ventures (HK) Limited subscribed 60 % of the equity interests in SEATech Bigorange CVC Sdn Bhd, a private limited

company incorporated in Malaysia.

of the Company’s subsidiaries:

SCHEDULE OF COMPANY SUBSIDIARIES

Place and date

4 unchanged sentences

SEATech Ventures Corp.

Labuan / March 12, 2018

100 share of ordinary share of US$1 each

March 12, 2018

ordinary shares of US$1 each

Investment holding

3 unchanged sentences

Business mentoring, nurturing and incubation, and corporate development advisory services

SEATech Bigorange CVC Sdn Bhd

October 04, 2021

ordinary shares of MYR$1 each

Dormant company

Ventures Corp.

is a company providing business mentoring services, nurturing and incubation services relating to client businesses

and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on

the information and communication technology industry .We will primarily focus our efforts on nurturing ICT entrepreneurs in Asia.

Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based

entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak

strategic positioning within a competitive environment.

The program aims to improve the technical exposure of our clients and

to improve their sustainability in the ICT industry community through a combination of mentorship programs.

is a company providing business mentoring services, nurturing and incubation services relating to client businesses and

corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information

and communication technology industry.

We will primarily focus our efforts on nurturing ICT entrepreneurs in Asia.

Our advisory services

will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT

industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive

The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry

community through a combination of mentorship programs.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying consolidated financial statements reflect the application of certain significant accounting policies as described

in this note and elsewhere in the accompanying consolidated financial statements and notes.

accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this

note and elsewhere in the accompanying consolidated financial statements and notes.

of presentation

consolidated financial statements for SEATech Ventures Corp.

and its subsidiaries for the year ended December 31, 2020 is prepared

in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include

the accounts of SEATech Ventures Corp.

and its wholly owned subsidiaries, SEATech Ventures Corp.

and SEATech Ventures (HK) Limited.

and its subsidiaries for the year ended December 31, 2021 is prepared in

accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts

of SEATech Ventures Corp., its wholly owned subsidiaries, SEATech Ventures Corp.

and SEATech Ventures (HK) Limited and a partially

owned subsidiary, SEATech Bigorange CVC Sdn Bhd.

Intercompany accounts and transactions have been eliminated on consolidation.

The Company has adopted December 31 as its fiscal

Company has adopted December 31 as its fiscal year end.

of consolidation

consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary

consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company is the primary beneficiary.

All inter-company accounts and transactions have been eliminated upon consolidation.

uses estimates and assumptions in preparing these financial statements in accordance with US GAAP.

Those estimates and assumptions

affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets,

and the reported revenue and expenses during the periods reported.

Those estimates and assumptions affect

the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported

revenue and expenses during the periods reported.

Actual results may differ from these estimates.

In accordance with Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts .

ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts,

which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance

obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price

to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

Company only applies the five-step model to contracts when it is probable that the Company will collect the

consideration it is entitled to in exchange for the services it transfers to its clients.

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

606, Revenue from Contracts .

ASC 606 creates a five-step model that requires entities to exercise judgment when considering the

terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations

in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance

obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company only applies the five-step model to

contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers

to its clients.

is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

The Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory

services to ICT and technology based companies.

Company derives its revenue from provision of business mentoring, nurturing, incubating and corporate development advisory services to

ICT and technology-based companies.

of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development

advisory services

Investments in equity securities

The Company accounts for its investments that

represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial

Instruments – Overall:

Recognition and Measurement of Financial Assets and Financial Liabilities .

The Company measure investments

in equity securities without a readily determinable fair value using a measurement alternative that measures these securities at the

cost method minus impairment, if any, plus or minus changes resulting from observable price changes on a non-recurring basis.

losses on these securities are recognized in other income and expenses.

At December 31, 2021, the Company had five investments in equity

securities with carrying value of $ 5,265 .

At December 31, 2020, the Company had one investment in equity securities with carrying value

of $ 1,015 (see Note 6).

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

and cash equivalents

1 unchanged sentence

and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes”

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods

in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities

of a change in tax rates is recognized in income in the period that includes the enactment date.

provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized

in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%

likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant

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.

Under ASC 740, tax positions must initially be recognized in the

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of

being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

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.

As reflected in the accompanying financial statements,

for the year ended December 31, 2020, the Company incurred a net loss of $107,186 and negative operating cash flow of 401,710.

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.

The financial statements do not include any adjustments that might be necessary

if the Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial

support from its major shareholders.

Management believes the existing shareholders or external financing will provide the

additional cash to meet the Company’s obligations as they become due.

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 stock holders, in the case of equity financing.

for the year ended December 31, 2021, the Company incurred a net loss of $ 101,650 , suffered an accumulated deficit of $ 499,923 and

negative operating cash flow of $ 85,051 .

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.

The financial statements do not include any adjustments that might be necessary if the

Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

from its major shareholders.

Management believes the existing shareholders or external financing will provide the additional cash to

meet the Company’s obligations as they become due.

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.

income/(loss) per share

Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per share ”.

Basic loss per share

is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted loss per

share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common

shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares

were dilutive.

VENTURES CORP.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

income/(loss) per share

Company calculates net loss per share in accordance with ASC Topic 260 “

Earnings per share ”.

Basic loss per

share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional

common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional

common shares were dilutive.

expressed in United States Dollars (“US$”), except for number of shares)

currencies translation

The reporting currency of the Company and

its subsidiaries in Labuan and Hong Kong are United States Dollars (“US$”), being the primary currency of the economic

environment in which these entities operate.

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates

prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional

currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting

exchange differences are recorded in the statements of operations.

The reporting currency of the Company and its

subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiary in Malaysia, maintains its

books and record in Ringgit Malaysia (“MYR”), being the primary currency of the economic environment in which these entities

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing

at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated

into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded

in the statements of operations.

general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated

into US$, in accordance with ASC Topic 830-30, “

Translation of Financial Statement ”, using the exchange rate

on the balance sheet date.

into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the

balance sheet date.

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses

resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other

comprehensive income within the statement of stockholders’

The gains and losses resulting

from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive

income within the statement of stockholders’ equity.

of amounts from RM into US$1 and HK$ into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE

As of and for the year ended December 31,

7 unchanged sentences

US$1 exchange rate

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,

to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2020 AND 2019

expressed in United States Dollars (“US$”), except for number of shares)

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operating decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

value of financial instruments:

carrying value of the Company’s financial instruments:

cash and cash equivalents, subscription receivables, prepayment and

deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term

nature of these financial instruments.

Company also follows the guidance of the ASC Topic 820-10, “

Fair Value Measurements and Disclosures ”

820-10”), with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier

fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

carrying value of the Company’s financial instruments:

cash and cash equivalents, subscription receivables, prepayment and deposits,

accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these

financial instruments.

Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy

that prioritizes the inputs used in measuring fair value as follows:

Observable inputs such as quoted prices in active markets;

1 unchanged sentence

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

accounting pronouncements

Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption

of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In February 2016, the FASB issued ASU 2016-02,

“Leases (Topic 842),”

to increase transparency and comparability among organizations by recognizing lease assets and

lease liabilities on the balance sheet and disclosing key information about leasing arrangements.

Most prominent among the amendments

is the recognition of assets and liabilities by lessees for those leases classified as operating leases under current U.S.

ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

As required by the standard, the Company will adopt the provisions of the new standard effective November 1, 2019, using the required

modified retrospective approach.

We believe the adoption will not have a material impact on our financial statements.

VENTURES CORP.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

accounting pronouncements

Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of

any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

April 2, 2018, the founder of the Company, Mr.

Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company

at a par value of $0.0001 per share .

The monies from this transaction, which totalled $10, went to the Company to be used as

initial working capital.

May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to Chin Chee Seong and Seah Kok Wah respectively,

with a par value of $0.0001 per share, for total additional working capital of $4,000.

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited with a par

value of $0.0001 per share, for total additional working capital of $1,000.

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company

incorporated in Cayman Islands with a par value of $0.0001 per share, for additional working capital of $3,000.

Chin Chee Seong purchased 100,000 shares of restricted common stock of the Company at

a par value of $ 0.0001 per share.

The monies from this transaction, which totalled $10, went to the Company to be used as initial working

May 14, 2018, the Company issued 20,000,000 shares of restricted common stock to Chin Chee Seong and Seah Kok Wah respectively, with

a par value of $ 0.0001 per share, for total additional working capital of $ 4,000 .

August 7, 2018, the Company issued 10,000,000 shares of restricted common stock to Greenpro Venture Capital Limited with a par value

of $ 0.0001 per share, for total additional working capital of $ 1,000 .

August 8, 2018, the Company issued 30,000,000 shares of restricted common stock to Greenpro Asia Strategic Fund SPC, a company incorporated

in Cayman Islands with a par value of $ 0.0001 per share, for additional working capital of $ 3,000 .

August 27, 2018, the Company issued 10,000,000 shares of restricted common stock to STVC Talent Sdn.

Bhd.,a company incorporated

in Malaysia with a par value of $0.0001 per share, for additional working capital of $1,000.

Bhd.,a company incorporated in Malaysia

with a par value of $ 0.0001 per share, for additional working capital of $ 1,000 .

September 7, 2018, the Company sold shares to 2 shareholders, of whom reside in Malaysia.

A total of 750,000 shares of restricted

common stock were sold at a price of $0.10 per share.

A total of 750,000 shares of restricted common

stock were sold at a price of $ 0.10 per share.

The total proceeds to the Company amounted to a total of $ 75,000 .

September 12, 2018, the Company sold shares to a shareholder, of whom reside in Malaysia.

A total of 466,667 shares of restricted

common stock were sold at a price of $0.15 per share.

A total of 466,667 shares of restricted common

stock were sold at a price of $ 0.15 per share.

The total proceeds to the Company amounted to a total of $ 70,000 .

between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia.

of 860,000 shares of restricted common stock were sold at a price of $0.20 per share.

The total proceeds to the Company amounted

to a total of $172,000.

June 12, 2019 to May 4, 2020, the company issued 343,200 shares of common stock at a price of $1.00 per share through the Initial

Public Offering (IPO) to 70 non-US residents.

860,000 shares of restricted common stock were sold at a price of $ 0.20 per share.

The total proceeds to the Company amounted to a total

of $ 172,000 .

June 12, 2019 to May 4, 2020, the company issued 343,200 shares of common stock at a price of $ 1.00 per share through the Initial Public

Offering (IPO) to 70 non-US residents.

of December 31, 2021, SEATech Ventures Corp.

3 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

INVESTMENT IN OTHER COMPANIES

expressed in United States Dollars (“US$”), except for number of shares)

AMOUNT DUE FROM A RELATED PARTY

amount due is unsecured, interest free and has no fixed terms of repayment.

AMOUNT DUE FROM CORPORATE SHAREHOLDER OF A SUBSIDIARY

amount due is unsecured, interest free and has no fixed terms of repayment.

IN OTHER COMPANIES

SCHEDULE OF INVESTMENTS

December 31, 2021

December 31, 2020

AsiaFIN Holding Corp 1

AsiaFIN Holdings

Pentaip Technology Inc.

Angkasa-X Holdings Corp.

JOCOM Holdings Corp.

CATTHIS Holdings Corp.

Total investment in other companies

December 24, 2019, the company has invested in AsiaFIN Holdings Corp during the private placement stage.

December 24, 2019, the Company has invested in AsiaFIN Holdings Corp.

the private placement stage.

AsiaFIN Holdings Corp.

is a company providing business technology solutions to its clients.

SEATech Ventures Corp also provides corporate development,

is a company providing business

technology solutions to its clients.

SEATech Ventures Corp.

also provides corporate development,

mentoring, and incubation service to AsiaFIN Holdings Corp.

The investment in AsiaFIN Holdings Corp is a strategic investment

of the company and the company’s efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs

The investment is also align with the company’s focus on the ICT industry.

OTHER PAYABLES AND ACCRUED LIABILITIES

The investment in AsiaFIN Holdings

is a strategic investment of the Company and the Company’s

efforts on nurturing and providing collaborating and networking opportunities to ICT entrepreneurs

The investment is also aligning with the Company’s focus on the

ICT industry.

As of December 31, 2021, the Company acquired 13.64 % interest

in AsiaFIN Holdings Corp.

January 11, 2021, the Company has invested in Pentaip Technology Inc.

during the private

placement stage.

Pentaip Technology Inc.

is a company providing wealth management services

with integration of Artificial Intelligence (AI) by using mathematical algorithms to make

investment decisions with no human supervision.

SEATech Ventures Corp.

also provides

corporate development, mentoring, and incubation services to Pentaip Technology Inc.

investment in Pentaip Technology Inc.

is a strategic investment of the Company.

on January 7, 2022, the Company withdrew its investment in Pentaip Technology Inc.

fund invested was being refunded to the Company.

February 5, 2021, the Company has invested in Angkasa-X Holdings Corp.

private placement stage.

Angkasa-X Holdings Corp.

is a company focuses on research

and development and commercializes on intellectual property design for communication satellites.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation

services to Angkasa-X Holdings Corp.

The investment in Angkasa-X Holdings Corp.

is a strategic

investment of the Company.

As of December 31, 2021, the Company acquired 5.68 % interest

in Angkasa-X Holdi ngs

June 1, 2021, the Company has invested in JOCOM Holdings Corp.

during the private

placement stage.

JOCOM Holdings Corp.

is a company focuses on m-commerce (Mobile commerce)

platform specialized in online groceries and shopping.

SEATech Ventures Corp.

provides corporate development, mentoring, and incubation services to JOCOM Holdings Corp.

The investment in JOCOM Holdings Corp.

is a strategic investment of the Company.

December 31, 2021, the Company acquired 14.66 % interest in JOCOM Holdings Corp.

August 30, 2021, the Company has invested in CATTHIS Holdings Corp.

during the private

placement stage.

CATTHIS Holdings Corp.

is a company that providing digital marketing service

by using technologies such as mobile application known as “catTHIS App”.

App serve as a marketing tool which provides free digital catalog management platform that

gives its users the ability to upload and share PDF catalogs anywhere and from any device.

SEATech Ventures Corp.

also provides corporate development, mentoring, and incubation

services to CATTHIS Holdings Corp.

The investment in CATTHIS Holdings Corp.

is a strategic investment of the company.

As of December 31, 2021, the Company acquired

15.55 % interest in CATTHIS Holdings Corp.

OTHER PAYABLES

AND ACCRUED LIABILITIES

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

December 31, 2021

3 unchanged sentences

Accrued expenses

Share subscriptions receipts in advance

Total payables and accrued liabilities

TO A DIRECTOR

of December 31, 2021, the Company has fully repaid the amount owing to a director of the Company.

SCHEDULE OF AMOUNT DUE TO A DIRECTOR

December 31, 2021

Amount due to a director

of December 31, 2020 and 2019, a director of the Company advanced $1,631, respectively to the Company, which is unsecured, interest-free

with no fixed repayment term, for working capital purpose.

Imputed interest is considered insignificant.

December 31, 2020 (Audited)

December 31, 2019 (Audited)

Amount due to director

Total amount due to director

Total amount due to a director

VENTURES CORP.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

the year ended December 31, 2020 and year ended December 31, 2019, the local (United States) and foreign components of loss before

income taxes were comprised of the following:

expressed in United States Dollars (“US$”), except for number of shares)

the year ended December 31, 2021 and year ended December 31, 2020, the local (United States) and foreign components of loss before income

taxes were comprised of the following:

SCHEDULE OF INCOME/ (LOSS) BEFORE INCOME TAXES

For the year ended

5 unchanged sentences

Loss before income tax

$ ( 101,650 )

$ ( 107,186 )

provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

For the year ended

3 unchanged sentences

Income tax expense

effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply

a broad range of income tax rates.

effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad

range of income tax rates.

The Company has subsidiaries that operate in various countries:

United States, Labuan and Hong

Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States, Malaysia and Hong Kong

that are subject to taxes in the jurisdictions in which they operate, as follows:

States of America

1 unchanged sentence

As of December 31, 2021,

2020, the operations in the United States of America incurred $289,455 of cumulative net operating losses which can be carried

forward indefinitely to offset a maximum of 80% future taxable income.

The Company has provided for a full valuation allowance

of $60,785 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the

management believes it is more likely than not that these assets will not be realized in the future.

the operations in the United States of America incurred $ 289,455

of cumulative net operating losses which can

be carried forward indefinitely to offset a maximum of 80 %

future taxable income.

The Company has provided for a full valuation allowance of $ 231,564

against the deferred tax assets on the expected

future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets

will not be realized in the future.

the current laws of the Labuan, SEATech Ventures Corp.

is governed under the Labuan Business Activity Act, 1990.

The tax charge

for such company is based on 3% of its assessable profit.

Ventures Corp is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable

The tax charge for such

company is based on 3 % of its assessable profit.

Ventures Corp.

is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5 %

on its assessable income.

Bigorange CVC Sdn.

is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 17 % to 24 %

on its assessable income.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

COMMITMENTS AND CONTINGENCIES

expressed in United States Dollars (“US$”), except for number of shares)

AND CONTINGENCIES

of December 31, 2021 and 2020, the Company has no commitments or contingencies involved.

RELATED PARTY TRANSACTIONS

the year ended December 31, 2020 and 2019 the Company has following transactions with related parties:

the year ended

RELATED PARTY

the years ended December 31, 2021 and 2020 the Company has following transactions with related parties:

SCHEDULE OF RELATED PARTY TRANSACTIONS

For the year ended

December 31, 2021

the year ended

For the year ended

December 31, 2020

Secretary Fees:

Company Secretary Fees:

- Related party A

Professional Fees:

- Related party A

- Related party B

- Related party C

- Related party D

Cost of Sales

- Related party A

related party A, through its wholly owned subsidiaries is a 34.06 % shareholder of the Company.

Related party B

represents company where the Company owns 13.80% percentage of the company.

CONCENTRATIONS OF RISKS

party B represents company where the Company owns 13.80 %

interest in the Company.

party C represents company where the Company owns 14.66 %

interest in the Company.

party D represents company where the Company owns 15.55 %

interest in the Company.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

CONCENTRATIONS

Major customers

the year ended December 31, 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts

receivable balance at year-end are presented as follows:

the year ended December 31, 2021, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable

balance at year-end are presented as follows:

SCHEDULE OF CONCENTRATION OF RISK

For the year ended December 31

2 unchanged sentences

Major vendors

the year ended December 31, 2020, the vendors who accounted for 10% or more of the Company’s purchases and its accounts

payable balance at year-end are presented as follows:

the year ended December 31, 2021, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable

balance at year-end are presented as follows:

For the year ended December 31

3 unchanged sentences

The Company believes the concentration

of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short

collection terms.

of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection

The Company does not generally require collateral from customers.

The Company evaluates the need for an allowance

for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused

severe global social and economic disruptions and uncertainties, including markets where the Company operates.

Company considers this outbreak as non-adjusting-events.

The consequences brought about by Covid-19 continue to evolve and whilst

the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable

to provide any quantitative estimate on the potential impact it may have on the Company.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance

sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date

of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial

statements as of December 31, 2020, and events which occurred subsequently but were not recognized in the financial statements.

The Company evaluates the need for an allowance for doubtful

accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

SEGMENT INFORMATION

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.

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.

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.

Company had no inter-segment sales for the years presented.

Summarized financial information concerning the Company’s reportable

segments is shown as below:

OF REPORTABLE SEGMENTS

For the year ended December 31, 2021

United States

Cost of revenues

Net income (loss)

For the year ended December 31, 2020

United States

Cost of revenues

Net income (loss)

and costs are attributed to countries based on the location of customers.

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus

originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally

beyond its point of origin.

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure

full impact of the COVID-19 outbreak continues to evolve as of the date of this report.

As such, it is uncertain as to the full magnitude

that the pandemic will have on our financial condition, liquidity, and future results of operations.

Management is actively monitoring

the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce.

Given the daily

evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19

outbreak on our results of operations, financial condition, or liquidity for the year ended December 31, 2021.

October 04, 2021, SEATech Ventures (HK) Limited has invested in a company, SEATech Bigorange CVC Sdn.

with a total share

capital of MYR 20,000

in Malaysia for future business development plan.

The Company held 12,000

shares, representing 60 %

equity interest in SEATech Bigorange CVC Sdn.

while other party held the remaining 8,000

shares, representing 40 %

equity interest in SEATech Bigorange CVC Sdn Bhd.

As of year ended 31 December 2021, SEATech Bigorange CVC Sdn.

has not commenced

any business operation and the entity level account was consolidated into group’s account.

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent

events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both

recognized in the financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the

financial statements.

During the year, there was no subsequent event that required recognition or disclosure.

January 03, 2022, SEATech Ventures (HK) Limited has acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn.

a Malaysia company from the Chief Executive Officer, President, Secretary, Treasurer, Director, Mr Chin Chee Seong, with consideration

The acquisition of SEATech Ventures Sdn.

is part of the Company’s future business development efforts.

As of January

03, 2022, SEATech Ventures Sdn.

was a dormant company without any business operation and liability.

February 22, 2022, SEATech Bigorange CVC Sdn.

has changed its company name to SEATech CVC Sdn.

February 25, 2022, SEATech Ventures (HK) Limited has acquired 8,000

shares, representing 40 %

equity interest in SEATech CVC Sdn.

from the other party with a consideration of MYR 1.

After such acquisition, SEATech CVC

became a wholly owned subsidiary of SEATech Ventures (HK) Limited.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures