SEATech Ventures Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosures Control and Procedures Our 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: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ● Provide 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; and ● Provide 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. Because 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. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As 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. 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. 18 Identified Material Weakness A 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. Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2021. We 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. Accordingly, 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. As 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 by COSO. Management’s Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: 1. We 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. 2. We 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. We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021. Changes in internal controls over financial reporting There 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: This 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. ITEM 9B. OTHER INFORMATION None. 19 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officer’s and director’s and their respective ages as of the date hereof are as follows: NAME AGE POSITION Chin Chee Seong 61 Chief Executive Officer, President, Secretary, Treasurer, Director Seah Kok Wah (1) 54 Chief Investment Officer, Director Cheah Kok Hoong (1) 55 Independent Non-Executive Director Louis Ramesh Ruben (1) 44 Independent Non-Executive Director Tan Hock Chye 62 Chief Financial Officer (1) Member of the Audit Committee. Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Chin Chee Seong – President, Chief Executive Officer, Secretary, Treasurer, Director Mr. 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. 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). Mr. Chin Chee Seong served as a technical engineer/technical manager of Seniko Sdn. Bhd. from 1985 to 1996. Seniko Sdn. Bhd. is a 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. From 2000 to 2006 Mr. 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. From 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. Mr. 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. Due to Mr. 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. Chin Chee Seong to the positions of Chief Executive Officer, President, Secretary, Treasurer, and Director. 20 Seah Kok Wah – Chief Investment Officer, Director Mr. 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. Mr. Seah Kok Wah began his career in Silicon Valley as a software applications developer for Software Publishing Corporation and Netscape Communications Corporation, from 1994 to 1997. Mr. 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. Mr. 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”. Mr. 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. Mr. 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. Mr. Cheah Kok Hoong – Independent Non-Executive Director Mr. 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. Mr. 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. Mr. 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. Bhd. 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. Mr. 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. Mr. 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. Mr. 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. 21 Mr. Cheah holds a Bachelor of Science in Computer Science & Physics from Campbell University, USA and Tunku Abdul Rahman University College, Malaysia, since 1990. Mr. Louis Ramesh Ruben – Independent Non-Executive Director Mr. 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. Mr. 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. Mr. 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. Mr. Louis is a certified trainer by the Human Resource Development Fund (HRDF), Ministry of Human Resources Malaysia. Mr. 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 of Malaya. Mr. Tan Hock Chye – Chief Financial Officer Mr. 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. Mr. 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. In 1997, Mr. 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 in 2013. Mr. 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. Bhd. as Chief Business Officer from 2018 to 2019, Ken-Air Holdings Sdn. Bhd. as Financial Controller and Chief Executive Officer from 1994 to 2003 and Word Publishing Co. Pty. Ltd. as Management Accountant and Chief Accountant from 1982 to 1985. 22 Involvement in Certain Legal Proceedings Our Directors and our Executive officers have not been involved in any of the following events during the past ten years: 1. bankruptcy 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; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being 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; or 4. being 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. 5. Such 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; 6. Such 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; 7. Such 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; or 8. Such 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. 23 Independence of Directors The 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 Committees Our 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 Our Audit Committee is currently comprised of our director Mr. Seah Kok Wah and our two independent non-executive directors: Mr. Louis Ramesh Ruben and Mr. Cheah Kok Hoong. Mr. 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. According 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: ● Oversee the Company’s accounting and financial reporting processes; ● Oversee audits of the Company’s financial statements; ● Discuss 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; ● Review 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. ● Recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; ● Meet 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; ● Be 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; ● Take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and ● Review 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. Code of Ethics 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/. Shareholder Proposals Our 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. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement. ITEM 11. EXECUTIVE COMPENSATION The 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. Summary Compensation Table: Name and Principal Position Period Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Chin Chee Seong, For the year ended December 31, 2021 10,880 - - - - - - 10,880 Chief Executive Officer, President, Secretary, Treasurer, Director For the year ended December 31, 2020 - - - - - - - - Seah Kok Wah, Chief Investment For the year ended December 31, 2021 10,880 - - - - - - 10,880 Officer, Director For the year ended December 31, 2020 - - - - - - - - Tan Hock Chye For the year ended December 31, 2021 7,217 - - - - - - 7,217 Chief Financial Officer For the year ended December 31, 2020 - - - - - - - - 24 Narrative Disclosure to Summary Compensation Table There 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. 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. Stock Option Grants We have not granted any stock options to our executive officers since our incorporation. Employment Agreements 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. Compensation Discussion and Analysis Director Compensation 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. Cheah Kok Hoong for $500. All the independent non-executive directors are also the members of audit committee. 25 Executive Compensation Philosophy Our 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. Incentive Bonus The 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. Long-term, Stock Based Compensation In 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of December 31, 2021, the Company has 92,519,843 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report. The 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 Shares of Common Stock Beneficially Owned Common Stock Voting Percentage Beneficially Owned Total Voting Percentage Beneficially Owned Executive Officers and Directors Chin Chee Seong, Chief Executive Officer, President, Secretary, Treasurer and Director 20,100,000 21.73 % 21.73 % Seah Kok Wah, Chief Investment Officer, Director 20,005,100 21.62 % 21.62 % Cheah Kok Hoong Independent Non-Executive Director - - % - % Louis Ramesh Ruben Independent Non-Executive Director 400 0.00043 % 0.00043 % Tan Hock Chye Chief Financial Officer 1,000,000 1.08 % 1.08 % All of executive officers and director as a group 41,105,500 44.43 % 44.43 % 5% or greater shareholders (excluding officers/directors) Greenpro Asia Strategic SPC 1 29,200,000 31.56 % 31.56 % STVC Talent Sdn Bhd 2 8,960,000 9.68 % 9.68 % 1 Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP is owned and controlled by GC Investment Management Limited. 2 Mr. Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd. 26 Beneficial 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 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. (1) Beneficial 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. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. (2) Based on the total issued and outstanding shares of 92,519,843 as of the date of this Annual Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE On April 2, 2018, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Chin Chee Seong for initial working capital of $10. Mr. Chin Chee Seong is Chief Executive Officer, President, Secretary, and Treasurer of the Company. He is also a member of our Board of Directors. On 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. On 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. On 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. On 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. Mr. Seah Kok Wah is our Chief Investment Officer. On 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. The controlling shareholders of Greenpro Capital Corp. are Mr. Lee Chong Kuang and Mr. Loke Che Chan. On 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. On 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. Mr. Wang Sze Yao @ Wang Ming Way is the sole officer, director and controlling shareholder of STVC Talent Sdn. Bhd. Greenpro Venture Capital Limited is owned by Greenpro Capital Corp. The controlling shareholders of Greenpro Capital Corp. are Lee Chong Kuang and Loke Che Chan. During the period December 31, 2018 the Company paid $60,000 to Greenpro Financial Consulting Limited for professional services. For 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. For 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. 27 RELATED PARTY TRANSACTIONS For the year ended December 31, 2021 and 2020 the Company has following transactions with related parties: For the year ended December 31, 2021 (Audited) For the year ended December 31, 2020 (Audited) Company Secretary Fees: - Related party A $ 8,138 $ 5,500 Professional Fees: - Related party A $ 9,280 $ 13,510 Sales - Related party A $ 11,640 $ - - Related party B 147,400 219,000 - Related party C 104,200 - - Related party D 104,200 - Cost of Sales - Related party A $ 307,700 $ 233,400 Total $ 692,558 $ 252,410 The 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% interest in the company. Related party C represents company where the Company owns 14.66% interest in the company. Related party D represents company where the Company owns 15.55% interest in the company. Review, Approval and Ratification of Related Party Transactions Given 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. On a moving forward basis, our Directors will continue to approve any related party transaction. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years. For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Audit fees $ 10,000 $ 15,510 Audit related fees 7,500 6,991 Tax fees 2,500 - All other fees - - Total $ 20,000 $ 22,501 The 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. The category of “Audit-related fees” includes quarterly reviews, employee benefit plan audits, internal control reviews and accounting consultation. All 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. 28 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements The following are filed as part of this report: Financial Statements The following financial statements of SEATech Ventures Corp. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report: Page Index F-1 Report of Independent Registered Public Accounting Firm F-2 Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 – F-15 (b) Exhibits The following exhibits are filed or “furnished” herewith: 3.1 Articles of Incorporation** 3.2 Bylaws** 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer* 32.1 Section 1350 Certification of principal executive officer* 32.2 Section 1350 Certification of principal investment officer* 101.INS 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 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 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. 29 SIGNATURES Pursuant 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. SEATECH VENTURES CORP. (Name of Registrant) Date: March 29, 2022 By: /s/ CHIN CHEE SEONG Title: Chief Executive Officer, President, Director, Secretary and Treasurer Date: March 29, 2022 By: /s/ SEAH KOK WAH Title: Chief Investment Officer, Director 30 INDEX TO FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB: 6723 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 - F-15 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of SEATech Ventures Corp. 11-05 & 11-06, Tower A, Avenue 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia. Opinion on the Financial Statements We 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. Going Concern The 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 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 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. Basis for Opinion These 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. We 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 or fraud. The Company 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical 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. /s/ JP CENTURION & PARTNERS PLT JP CENTURION & PARTNERS PLT We have served as the Company’s auditor since 2020. JP Centurion & Partners PLT (PCAOB: 6723) Kuala Lumpur, Malaysia Date: March 29, 2022 F- 2 SEATECH VENTURES CORP. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) 2021 (Audited) 2020 (Audited) As of December 31, 2021 (Audited) 2020 (Audited) ASSETS CURRENT ASSETS Deposits paid, prepayments and other receivables $ 1,650 $ 1,237 Account receivables - 170,800 Amount due from a related party 3,093 - Amount due from corporate shareholder of a subsidiary 1,920 - Cash and cash equivalents 192,286 281,299 Total current assets 198,949 453,336 NON-CURRENT ASSETS Investment in other companies $ 5,265 $ 1,015 Total non-current assets 5,265 1,015 TOTAL ASSETS $ 204,214 $ 454,351 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Account payable $ - $ 159,800 Other payables and accrued liabilities 33,394 22,369 Amounts due to a director - 1,631 Total current liabilities 33,394 183,800 TOTAL LIABILITIES $ 33,394 $ 183,800 STOCKHOLDERS’ EQUITY Preferred shares, $ 0.0001 par value; 200,000,000 shares authorized; None issued and outstanding $ - $ - Common stock, $ 0.0001 par value, 600,000,000 shares authorized, 92,519,843 and 92,519,867 shares issued and outstanding as of December 31, 2021 and 2020 respectively 9,252 9,252 Additional paid-in capital 659,958 659,958 Accumulated other comprehensive loss ( 125 ) ( 122 ) Accumulated deficit $ ( 499,923 ) $ ( 398,537 ) TOTAL SEATECH VENTURES CORP. STOCKHOLDERS’ EQUITY $ 169,162 $ 270,551 NON-CONTROLLING INTEREST 1,658 - TOTAL STOCKHOLDERS’ EQUITY $ 170,820 $ 270,551 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 204,214 $ 454,351 See accompanying notes to consolidated financial statements. F- 3 SEATECH VENTURES CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) For the year ended December 31, 2021 (Audited) For the year ended December 31, 2020 (Audited) REVENUE $ 383,240 $ 250,600 COST OF REVENUE ( 307,700 ) ( 233,400 ) GROSS PROFIT $ 75,540 $ 17,200 OTHER INCOME 1,546 3,977 SELLING AND DISTRIBUTION EXPENSES ( 3,079 ) ( 6,049 ) GENERAL AND ADMINISTRATIVE EXPENSES ( 175,657 ) ( 122,314 ) LOSS BEFORE INCOME TAX $ ( 101,650 ) $ ( 107,186 ) INCOME TAXES PROVISION - - NET LOSS ( 101,650 ) ( 107,186 ) OTHER COMPREHENSIVE LOSS Foreign exchange translation loss ( 12 ) - COMPREHENSIVE LOSS $ ( 101,662 ) $ ( 107,186 ) NET LOSS ATTRIBUTABLE TO: Shareholders ( 101,386 ) ( 107,186 ) Non-controlling interests ( 264 ) - NET LOSS FOR THE YEAR ( 101,650 ) ( 107,186 ) OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO: Shareholders ( 3 ) - Non-controlling interests ( 9 ) - OTHER COMPREHENSIVE LOSS FOR THE YEAR ( 12 ) - Net loss per share- Basic and diluted ( 0.0011 ) ( 0.0012 ) Weighted average number of common shares outstanding - Basic and diluted 92,519,843 92,403,592 See accompanying notes to consolidated financial statements. F- 4 SEATECH VENTURES CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT CONTROLLING INTEREST TOTAL EQUITY COMMON SHARES ADDITIONAL ACCUMULATED OTHER NON- Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT CONTROLLING INTEREST TOTAL EQUITY Balance as of January 01, 2020 92,176,667 $ 9,218 $ 316,792 $ ( 122 ) $ ( 291,351 ) $ - $ 34,537 Share issued in initial public offering completed on May 04, 2020 at $ 1.00 per share 343,200 34 343,166 - - - 343,200 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 Net loss - - - - ( 107,186 ) - ( 107,186 ) Balance as of December 31, 2020 92,519,867 $ 9,252 $ 659,958 $ ( 122 ) $ ( 398,537 ) $ - $ 270,551 Shares spinoff adjustment resulted from a stock distribution by a corporate shareholder ( 24 ) - - - - - - Acquisition of a subsidiary - - 1,931 1,931 Foreign exchange translation loss - - - ( 3 ) - ( 9 ) ( 12 ) Net loss - - - - ( 101,386 ) ( 264 ) ( 101,650 ) Balance as of December 31, 2021 92,519,843 $ 9,252 $ 659,958 $ ( 125 ) $ ( 499,923 ) $ 1,658 $ 170,820 See accompanying notes to consolidated financial statements F- 5 SEATECH VENTURES CORP. CONSOLIDATED STATEMENT OF CASH FLOWS FOR YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”)) (Audited) For the year ended December 31, 2021 (Audited) For the year ended December 31, 2020 (Audited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 101,650 ) $ ( 107,186 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts receivable 170,800 ( 170,800 ) Accounts payable ( 159,800 ) 159,800 Amount due from corporate shareholder of a subsidiary ( 1,920 ) - Amount due from a related company ( 3,093 ) - Deposit ( 413 ) ( 1,237 ) Other payables and accrued liabilities 11,025 ( 282,287 ) Net cash used in operating activities ( 85,051 ) ( 401,710 ) CASH FLOW FROM INVESTING ACTIVITIES: Investment in other companies ( 4,250 ) - Net cash used in investing activities ( 4,250 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from subscription shares of non-controlling interest 1,931 - Share subscriptions receipts - 343,200 Advances from director ( 1,631 ) Net cash provided by financing activities 300 343,200 Effect of exchange rate changes on cash and cash equivalents ( 12 ) - Net change in cash and cash equivalents ( 89,013 ) ( 58,510 ) Cash and cash equivalents, beginning of year 281,299 339,809 CASH AND CASH EQUIVALENTS, END OF YEAR $ 192,286 $ 281,299 SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to consolidated financial statements. F- 6 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 1. ORGANIZATION AND BUSINESS BACKGROUND SEATech Ventures Corp. was incorporated on April 2, 2018 under the laws of the state of Nevada. The Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory services to ICT and technology based companies. On 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. On 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. On 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. Details of the Company’s subsidiaries: SCHEDULE OF COMPANY SUBSIDIARIES Company name Place and date of incorporation Particulars of issued capital Principal activities Proportional of ownership interest and voting power held 1. SEATech Ventures Corp. Labuan / March 12, 2018 100 ordinary shares of US$1 each Investment holding 100 % 2. SEATech Ventures (HK) Limited Hong Kong / January 30, 2018 1 ordinary share of HKD$1 Business mentoring, nurturing and incubation, and corporate development advisory services 100 % 3. SEATech Bigorange CVC Sdn Bhd Malaysia / October 04, 2021 20,000 ordinary shares of MYR$1 each Dormant company 60 % Business Overview SEATech Ventures Corp. is a company providing business mentoring services, nurturing and incubation services relating to client businesses and corporate development advisory services to entrepreneurs in the broader technology industry, but with a specific focus on the information and communication technology industry. We will primarily focus our efforts on nurturing ICT entrepreneurs in Asia. Our advisory services will center on our “ICT Start-Up Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment. The program aims to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. F- 7 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The 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. Basis of presentation The consolidated financial statements for SEATech Ventures Corp. 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 year end. Basis of consolidation The 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. Use of estimates Management 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. Actual results may differ from these estimates. Revenue recognition 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. 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. Revenue 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. Cost of revenue Cost of revenue includes the cost of services and product in providing business mentoring, nurturing, incubating and corporate development advisory services Investments Investments in equity securities The Company accounts for its investments that represent less than 20 % ownership, and for which the Company does not have the ability to exercise significant influence, using ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . The Company 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. Gains and 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). F- 8 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Income taxes The 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. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Going concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, 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. The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide 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. Net income/(loss) per share The 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. F- 9 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Foreign currencies translation The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), 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 operate. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. In 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. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. Translation of amounts from 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, 2021 2020 Year-end RM : US$1 exchange rate 4.17 4.02 Year-average RM : US$1 exchange rate 4.14 4.08 Year-end HK$: US$1 exchange rate 7.80 7.75 Year-average HK$ : US$1 exchange rate 7.77 7.75 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments: The carrying value of the Company’s financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. F- 10 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Recent accounting pronouncements The 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. 3. COMMON STOCK On 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. On 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 . On 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 . On 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 . On 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 . On 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. The total proceeds to the Company amounted to a total of $ 75,000 . On 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. The total proceeds to the Company amounted to a total of $ 70,000 . In between September 21, 2018 and November 29, 2018, the Company sold shares to 44 shareholders, of whom reside in Malaysia. A total 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 . From 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. As of December 31, 2021, SEATech Ventures Corp. has an issued and outstanding common share of 92,519,843 . F- 11 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 4. AMOUNT DUE FROM A RELATED PARTY The amount due is unsecured, interest free and has no fixed terms of repayment. 5. AMOUNT DUE FROM CORPORATE SHAREHOLDER OF A SUBSIDIARY The amount due is unsecured, interest free and has no fixed terms of repayment. 6. INVESTMENT IN OTHER COMPANIES SCHEDULE OF INVESTMENTS As of As of December 31, 2021 (Audited) December 31, 2020 (Audited) AsiaFIN Holdings Corp 1 1,015 1,015 Pentaip Technology Inc. 2 200 - Angkasa-X Holdings Corp. 3 1,300 - JOCOM Holdings Corp. 4 850 - CATTHIS Holdings Corp. 5 1,900 - Total investment in other companies $ 5,265 $ 1,015 1 On December 24, 2019, the Company has invested in AsiaFIN Holdings Corp. during the private placement stage. AsiaFIN Holdings Corp. 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 across Asia. 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. 2 On 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. The investment in Pentaip Technology Inc. is a strategic investment of the Company. Subsequently on January 7, 2022, the Company withdrew its investment in Pentaip Technology Inc. and the fund invested was being refunded to the Company. 3 On February 5, 2021, the Company has invested in Angkasa-X Holdings Corp. during the 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 Corp. 4 On 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. also provides corporate development, mentoring, and incubation services to JOCOM Holdings Corp. The investment in JOCOM Holdings Corp. is a strategic investment of the Company. As of December 31, 2021, the Company acquired 14.66 % interest in JOCOM Holdings Corp. 5 On 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”. CatTHIS 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. 7. OTHER PAYABLES AND ACCRUED LIABILITIES SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES As of As of December 31, 2021 (Audited) December 31, 2020 (Audited) Accrued audit fees $ 26,486 $ 10,880 Accrued professional fees 5,664 10,180 Accrued expenses 1,244 1,309 Total payables and accrued liabilities $ 33,394 $ 22,369 8. AMOUNT DUE TO A DIRECTOR As 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 As of December 31, 2021 (Audited) As of December 31, 2020 (Audited) Amount due to a director $ - $ 1,631 Total amount due to a director $ - $ 1,631 F- 12 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 9. INCOME TAXES For 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 December 31, 2021 For the year ended December 31, 2020 Tax jurisdictions from: - Local $ ( 45,151 ) $ ( 49,344 ) - Foreign, representing Labuan ( 50,456 ) ( 35,293 ) Hong Kong ( 5,379 ) ( 22,549 ) Malaysia ( 664 ) - Loss before income tax $ ( 101,650 ) $ ( 107,186 ) The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES For the year ended December 31, 2021 For the year ended December 31, 2020 Current: - Local $ - $ - - Foreign - - Deferred: - Local - - - Foreign - - Income tax expense $ - $ - The 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, Malaysia and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2021, 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. Labuan Under 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. Hong Kong SEATech 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. Malaysia SEATech Bigorange CVC Sdn. Bhd. is subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 17 % to 24 % on its assessable income. F- 13 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 10. COMMITMENTS AND CONTINGENCIES As of December 31, 2021 and 2020, the Company has no commitments or contingencies involved. 11. RELATED PARTY TRANSACTIONS For 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 (Audited) For the year ended December 31, 2020 (Audited) Company Secretary Fees: - Related party A $ 8,138 $ 5,500 Professional Fees: - Related party A $ 9,280 $ 13,510 Sales - Related party A $ 11,640 $ - - Related party B 147,400 219,000 - Related party C 104,200 - - Related party D 104,200 - Cost of Sales - Related party A $ 307,700 $ 233,400 Total $ 692,558 $ 471,410 The 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 % interest in the Company. Related party C represents company where the Company owns 14.66 % interest in the Company. Related party D represents company where the Company owns 15.55 % interest in the Company. F- 14 SEATECH VENTURES CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 12. CONCENTRATIONS OF RISKS (a) Major customers For 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 2021 2020 2021 2020 2021 2020 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ 147,400 $ 219,000 38 % 87 % $ - $ 160,000 Customer B $ 104,200 $ - 27 % - % $ - $ - Customer C $ 104,200 $ - 27 % - % $ - $ - $ 355,800 $ 219,000 92 % 87 % $ - $ 160,000 (b) Major vendors For 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 2021 2020 2021 2020 2021 2020 Purchases Percentage of Purchases Account Payable, Trade Vendor A $ 307,700 $ 228,600 100 % 98 % $ - $ 150,000 $ 307,700 $ 228,600 100 % 98 % $ - $ 150,000 (c) Credit risk Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. 13. SEGMENT INFORMATION ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. F- 15 The Company had no inter-segment sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF REPORTABLE SEGMENTS By Geography: For the year ended December 31, 2021 United States Malaysia Hong Kong Total Revenues $ - $ - $ 383,240 $ 383,240 Cost of revenues - - ( 307,700 ) ( 307,700 ) Net income (loss) ( 45,151 ) ( 51,120 ) ( 5,379 ) ( 101,650 ) Total assets $ 10 $ 100,486 $ 103,718 $ 204,214 For the year ended December 31, 2020 United States Malaysia Hong Kong Total Revenues $ - $ - $ 250,600 $ 250,600 Cost of revenues - - ( 233,400 ) ( 233,400 ) Net income (loss) ( 49,344 ) ( 35,293 ) ( 22,549 ) ( 107,186 ) Total assets $ 10 $ 255,501 $ 198,840 $ 454,351 *Revenues and costs are attributed to countries based on the location of customers. 14. SIGNIFICANT EVENT On 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 globally. The 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. On October 04, 2021, SEATech Ventures (HK) Limited has invested in a company, SEATech Bigorange CVC Sdn. Bhd. 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. Bhd. 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. Bhd. has not commenced any business operation and the entity level account was consolidated into group’s account. 15. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all 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. On January 03, 2022, SEATech Ventures (HK) Limited has acquired 1 share, representing 100 % equity interest of SEATech Ventures Sdn. Bhd., a Malaysia company from the Chief Executive Officer, President, Secretary, Treasurer, Director, Mr Chin Chee Seong, with consideration of MYR 1. The acquisition of SEATech Ventures Sdn. Bhd. is part of the Company’s future business development efforts. As of January 03, 2022, SEATech Ventures Sdn. Bhd. was a dormant company without any business operation and liability. On February 22, 2022, SEATech Bigorange CVC Sdn. Bhd. has changed its company name to SEATech CVC Sdn. Bhd.. On February 25, 2022, SEATech Ventures (HK) Limited has acquired 8,000 shares, representing 40 % equity interest in SEATech CVC Sdn. Bhd. from the other party with a consideration of MYR 1. After such acquisition, SEATech CVC Sdn. Bhd. became a wholly owned subsidiary of SEATech Ventures (HK) Limited. F- 16