SEATech Ventures Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 333-230479 SEATECH VENTURES CORP. (Exact name of registrant issuer as specified in its charter) Nevada 61-1882326 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11-05 & 11-06, Tower A , Avenue 3 Vertical Business Suite , Jalan Kerinchi, Bangsar South , 59200 Kuala Lumpur , Malaysia . (Address of principal executive offices, including zip code) Registrant’s phone number, including area code +603 2242 1288 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock SEAV The OTC Market – Pink Sheets Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ☐ NO ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 2022 Common Stock, $.0001 par value 92,519,843 TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1 Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited) F-2 Condensed Consolidated Statements of Operations and Comprehensive Income/Losses for the Three Months and Six Months Ended June 30, 2022 and 2021 (unaudited) F-3 Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2022 and 2021 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited) F-5 Notes to the Condensed Consolidated Financial Statements F-6 - F-14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3-5 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6 ITEM 4. CONTROLS AND PROCEDURES 6 PART II OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS 7 ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7 ITEM 3 DEFAULTS UPON SENIOR SECURITIES 7 ITEM 4 MINE SAFETY DISCLOSURES 7 ITEM 5 OTHER INFORMATION 7 ITEM 6 EXHIBITS 8 SIGNATURES 9 2 PART I FINANCIAL INFORMATION ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: SEATECH VENTURES CORP. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited) F-2 Condensed Consolidated Statements of Operations and Comprehensive Income/Losses for the Three Months and Six Months Ended June 30, 2022 and 2021 (unaudited) F-3 Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2022 and 2021 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited) F-5 Notes to the Condensed Consolidated Financial Statements F-6 - F-14 F- 1 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2022 AND DECEMBER 31, 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) As of As of June 30, 2022 (Unaudited) December 31, 2021 (Audited) ASSETS CURRENT ASSETS Deposits paid, prepayments and other receivables $ 177 $ 1,650 Deferred costs of revenue 33,016 - Amount due from a related party - 3,093 Amount due from corporate shareholder of a subsidiary - 1,920 Cash and cash equivalents 252,354 192,286 Total current assets 285,547 198,949 NON-CURRENT ASSETS Investment in other companies $ 5,065 $ 5,265 Total non-current assets 5,065 5,265 TOTAL ASSETS $ 290,612 $ 204,214 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Other payables and accrued liabilities $ 22,391 $ 33,394 Deferred revenue 128,502 - Total current liabilities 150,893 33,394 TOTAL LIABILITIES $ 150,893 $ 33,394 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 shares issued and outstanding as of June 30, 2022 and December 31, 2021 respectively 9,252 9,252 Additional paid-in capital 659,958 659,958 Accumulated other comprehensive income/(loss) 1,089 ( 125 ) Accumulated deficit $ ( 530,580 ) $ ( 499,923 ) TOTAL SEATECH VENTURES CORP. STOCKHOLDERS’ EQUITY $ 139,719 $ 169,162 NON-CONTROLLING INTEREST - 1,658 TOTAL STOCKHOLDERS EQUITY 139,719 170,820 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 290,612 $ 204,214 See accompanying notes to consolidated financial statements. F- 2 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2022 and 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) 2022 2021 2022 2021 Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 $ $ $ $ REVENUE 320,000 120,000 320,000 122,400 COST OF REVENUE ( 256,000 ) ( 107,600 ) ( 256,000 ) ( 110,000 ) GROSS PROFIT 64,000 12,400 64,000 12,400 OTHER INCOME 1,452 1,016 1,504 1,041 SELLING AND DISTRIBUTION EXPENSES - ( 79 ) - ( 285 ) GENERAL AND ADMINSTRATIVE EXPENSES ( 51,395 ) ( 51,389 ) ( 96,161 ) ( 79,332 ) PROFIT/(LOSS) BEFORE INCOME TAX 14,057 ( 38,052 ) ( 30,657 ) ( 66,176 ) INCOME TAX PROVISION - - - - NET PROFIT/(LOSS) 14,057 ( 38,052 ) ( 30,657 ) ( 66,176 ) OTHER COMPREHENSIVE INCOME/(LOSS) Foreign exchange translation gain 1,497 - 1,089 - COMPREHENSIVE INCOME/(LOSS) 15,554 ( 38,052 ) ( 29,568 ) ( 66,176 ) NET INCOME/(LOSS) PER SHARE – BASIC AND DILUTED 0.0002 ( 0.0004 ) ( 0.0003 ) ( 0.0007 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 92,519,843 92,519,867 92,519,843 92,519,867 See accompanying notes to condensed consolidated financial statements. F- 3 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2022 and 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT CONTROLLING INTEREST TOTAL EQUITY Six Months Ended June 30, 2022 (Unaudited) COMMON SHARES ADDITIONAL ACCUMULATED OTHER NON- Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT CONTROLLING INTEREST TOTAL EQUITY Balance as of December 31, 2021 92,519,843 $ 9,252 $ 659,958 $ ( 125 ) $ ( 499,923 ) $ 1,658 $ 170,820 Step acquisition - - - - - ( 1,658 ) ( 1,658 ) Foreign exchange translation gain - - - 1,214 - - 1,214 Net loss for the period - - - - ( 30,657 ) - ( 30,657 ) Balance as of June 30, 2022 92,519,843 9,252 659,958 1,089 ( 530,580 ) - 139,719 Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT TOTAL EQUITY Six Months Ended June 30, 2021 (Unaudited) COMMON SHARES ADDITIONAL ACCUMULATED OTHER Number of Shares Amount PAID-IN CAPITAL COMPREHENSIVE LOSS ACCUMULATED DEFICIT TOTAL EQUITY Balance as of December 31, 2020 92,519,867 $ 9,252 $ 659,958 $ ( 122 ) $ ( 398,537 ) - $ 270,551 Net loss for the period - - - - ( 66,176 ) - ( 66,176 ) Balance as of June 30, 2021 92,519,867 9,252 659,958 ( 122 ) ( 464,713 ) - 204,375 F- 4 SEATECH VENTURES CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 and 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Six months ended June 30, 2022 (Unaudited) Six months ended June 30, 2021 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 30,657 ) $ ( 66,176 ) Adjustments to reconcile net loss to net cash generated from / (used in) operating activities: Changes in operating assets and liabilities: Accounts receivable - 170,800 Accounts payable - ( 159,800 ) Deposits paid, prepayments and other receivables 1,473 675 Deferred costs of revenue ( 33,016 ) - Amount due from a related party - - Other payables and accrued liabilities ( 11,002 ) ( 9,100 ) Deferred revenue 128,502 - Net cash generated from / (used in) operating activities $ 55,300 $ ( 63,601 ) CASH FLOWS FROM INVESTING ACTIVITY: Investment in other companies - ( 2,350 ) Refund of investment in other company 200 - Net cash generated from / (used in) investing activity $ 200 $ ( 2,350 ) Effect of exchange rate changes on cash and cash equivalents 4,568 - Net change in cash and cash equivalents 60,068 ( 65,951 ) Cash and cash equivalents, beginning of period 192,286 281,299 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 252,354 $ 215,348 SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to condensed consolidated financial statements. F- 5 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND ORGANIZATION SEATech Ventures Corp. is organized as a Nevada limited liability company, incorporated on April 2, 2018. For purposes of consolidated financial statement presentation, SEATech Ventures Corp. and its subsidiaries are herein referred to as “the Company” or “we”. The Company business of which planned principal operations are to provide business mentoring, 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. On May 2, 2018, the Company acquired 100 % interest in SEATech Ventures Corp., a private limited liability company incorporated in Labuan, Malaysia. On December 21, 2018, SEATech Ventures Corp., the Malaysia Company acquired 100 % interest in SEATech Ventures (HK) Limited, 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. The Malaysia Company changed its company name to SEATech CVC Sdn. Bhd. on February 22, 2022. On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40 % of the equity interests in SEATech CVC Sdn. Bhd., which in turn owns 100 % of the equity interests in the Malaysia company. On January 03, 2022, SEATech Ventures (HK) Limited 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. 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 each Business mentoring, nurturing and incubation, and corporate development advisory services 100 % 3. SEATech CVC Sdn Bhd (F.K.A. SEATech Bigorange CVC Sdn Bhd) Malaysia / October 04, 2021 20,000 ordinary shares of MYR$1 each Dormant company 100 % 4. SEATech Ventures Sdn Bhd Malaysia / May 27, 2021 1 ordinary share of MYR$1 each Provision of corporate advisory services 100 % F- 6 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements for SEATech Ventures Corp. and its subsidiaries for the six months ended June 30, 2022 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., SEATech Ventures (HK) Limited, SEATech CVC Sdn. Bhd. and SEATech Ventures 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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. 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 March 31, 2022, the Company had four investments in equity securities with carrying value of $ 5,065 (see Note 5). 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. F- 7 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ” (“ASC Topic 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. Net income/(loss) per share The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(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. Foreign currencies translation The reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while its subsidiaries in Malaysia, maintains their 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 period ended June 30, 2022 As of and for the period ended June 30, 2021 Period-end RM : US$1 exchange rate 4.41 4.13 Period-average RM : US$1 exchange rate 4.29 4.09 Period-end HK$ : US$1 exchange rate 7.85 7.77 Period-average HK$ : US$1 exchange rate 7.83 7.76 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. F- 8 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) Fair value of financial instruments : The carrying value of the Company’s financial instruments: cash and cash equivalents, account receivables, amount due to a director, and accounts payable and 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. 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. F- 9 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 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 totaled $ 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 Mr. Chin Chee Seong and Mr. 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 June 30, 2022, SEATech Ventures Corp has an issued and outstanding common share of 92,519,843 . 4. DEFERRED COST OF REVENUE For service contracts where the performance obligation is not completed, deferred costs of revenue are recorded for any costs incurred in advance of the performance obligation. 5. CASH AND CASH EQUIVALENTS As of June 30, 2022, the Company recorded $ 252,354 of cash and cash equivalents which primarily consists of cash in bank. F- 10 6. INVESTMENT IN OTHER COMPANIES SCHEDULE OF INVESTMENTS As of As of June 30, 2022 (Unaudited) December 31, 2021 (Audited) AsiaFIN Holdings Corp. 1 1,015 1,015 Pentaip Technology Inc. 2 - 200 Angkasa-X Holdings Corp. 3 1,300 1,300 JOCOM Holdings Corp. 4 850 850 CATTHIS Holdings Corp. 5 1,900 1,900 Total investment in other companies $ 5,065 $ 5,265 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 services to AsiaFIN Holdings Corp. The investment in AsiaFIN Holdings Corp. is a strategic investment of the Company. As of June 30, 2022, 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. 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 June 30, 2022, the Company acquired 5.68 % interest in Angkasa-X Holdings 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 June 30, 2022, 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 June 30, 2022, the Company acquired 15.55 % interest in catTHIS Holdings Corp. 7. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following as of June 30, 2022 and December 31, 2021: SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES As of June 30, 2022 (Unaudited) As of December 31, 2021 (Audited) Accrued audit fees 2,680 26,486 Accrued expenses 8,301 5,664 Accrued professional fees 11,410 1,244 Total payables and accrued liabilities $ 22,391 $ 33,394 F- 11 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 8. DEFERRED REVENUE For service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation. 9. INCOME TAXES For the six months ended June 30, 2022 and 2021, the local (United States) and foreign components of income/ (loss) before income taxes were comprised of the following: SCHEDULE OF INCOME/(LOSS) BEFORE INCOME TAXES Six months ended June 30, 2022 (Unaudited) Six months ended June 30, 2021 (Unaudited) Tax jurisdictions from: Local $ ( 27,580 ) $ ( 14,726 ) Foreign, representing - Labuan ( 27,718 ) ( 26,468 ) - Hong Kong $ 25,502 $ ( 24,982 ) - Malaysia ( 861 ) - Loss before income tax $ ( 30,657 ) $ ( 66,176 ) The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES For the period ended June 30, 2022 (Unaudited) For the period ended June 30, 2021 (Unaudited) 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 Labuan 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 June 30, 2022, the operations in the United States of America incurred $ 362,186 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 $ 289,748 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 net audited profit. Hong Kong SEATech Ventures (HK) Limited 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 CVC Sdn. Bhd. and SEATech Ventures Sdn. Bhd are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 17 % to 24 % on its assessable income. F- 12 SEATECH VENTURES CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (UNAUDITED) 10. COMMITMENTS AND CONTINGENCIES As of June 30, 2022, the Company has no commitments or contingencies involved. 11. RELATED PARTY TRANSACTIONS For the period ended June 30, 2022 and 2021, the Company has the following transactions with related party: SCHEDULE OF RELATED PARTY TRANSACTIONS For the period ended June 30, 2022 (Unaudited) For the period ended June 30, 2021 (Unaudited) Company Secretary Fees: - Related party A $ 7,095 $ 7,746 Professional Fees: - Related party A $ 3,600 $ 13,600 Sales - Related party B $ - $ 122,400 - Related party C 160,000 - - Related party D 160,000 - Cost of Sales - Related party A 256,000 110,000 Total $ 586,695 $ 245,746 The related party A, through its wholly owned subsidiaries is a 34.06 % shareholder of the Company. Related party B, C and D represent companies where the Company owns 13.64 % , 14.66 % and 15.55 % percentage of the companies respectively. 12. CONCENTRATIONS OF RISKS (a) Major customers For the period ended June 30, 2022 and 2021, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows: SCHEDULE OF CONCENTRATION OF RISK For the period ended June 30 2022 2021 2022 2021 2022 2021 Revenues Percentage of Revenues Accounts Receivable, Trade Customer A $ - $ 120,000 - % 100 % $ - $ - Customer B 160,000 - 50 % - - - Customer C 160,000 - 50 % - - - $ 320,000 $ 120,000 100 % 100 % $ - $ - (b) Major vendors For the period ended June 30, 2022 and 2021, the vendors who accounted for 10% or more of the Company’s purchases and its accounts payable balance at period-end are presented as follows: For the period ended June 30 2022 2021 2022 2021 2022 2021 Purchases Percentage of Purchases Accounts Payable, Trade Vendor A $ 256,000 $ 122,400 100 % 100 % $ - $ - $ 256,000 $ 122,400 100 % 100 % $ - $ - (c) Credit risk Financial instruments that are potentially subject to credit risk consists principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable 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. 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 period ended June 30, 2022. F- 13 14. 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. The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below: SCHEDULE OF REPORTABLE SEGMENTS By Geography: United States Malaysia Hong Kong Total For the period ended June 30, 2022 United States Malaysia Hong Kong Total Revenues $ - $ - $ 320,000 $ 320,000 Cost of revenues - - ( 256,000 ) ( 256,000 ) Net income / (loss) ( 27,580 ) ( 28,579 ) 25,502 ( 30,657 ) Total assets $ 10 $ 145,559 $ 145,043 $ 290,612 United States Malaysia Hong Kong Total For the period ended June 30, 2021 United States Malaysia Hong Kong Total Revenues $ - $ - $ 122,400 $ 122,400 Cost of revenues - - ( 110,000 ) ( 110,000 ) Net loss ( 14,726 ) ( 26,468 ) ( 24,982 ) ( 66,176 ) Net income (loss) ( 14,726 ) ( 26,468 ) ( 24,982 ) ( 66,176 ) Total assets $ 10 $ 178,908 $ 40,358 $ 219,276 *Revenues and costs are attributed to countries based on the location of customers. 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-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of June 30 , 2022, and events which occurred subsequently but were not recognized in the financial statements. During the period, there was no subsequent event that required recognition or disclosure. F- 14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 29, 2022 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q. The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report. Company Overview SEATech Ventures Corp. is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company registered in Labuan, Malaysia, which in turn owns 100% of SEATech Ventures (HK) Limited, the operating Hong Kong Company which is described below. The purpose of SEATech Ventures Corp. Labuan, Malaysia is to act as a holding company. The purpose of SEATech Ventures (HK) Limited is to become the current regional hub for business activities and to engage in operational functions. SEATech Ventures (HK) Limited owns 100% of SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.) and 100% of SEATech Ventures Sdn. Bhd. , which are incorporated in Malaysia, as part of the business development initiative. At present, we have a physical office in in Bangsar South with address 11-05 & 11-06, Tower A, Ave 3 Vertical Business Suite, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia. SEATech Ventures Corp. group of companies business activities is that of 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, 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 Our advisory services aim to improve the technical exposure of our clients and to improve their sustainability in the ICT industry community through a combination of mentorship programs. 3 Results of Operation For the three months and six months ended June 30, 2022 and 2021 Revenues For the three and six months ended June 30, 2022, the Company has generated revenue of $ 320,000, while for the three and six months ended June 30, 2021, the Company has generated revenue of $ 120,000 and $122,400. The revenue generated was the result of corporate development advisory service rendered by the Company. Cost of Revenue and Gross Margin For the three and six months ended June 30, 2022, cost incurred arise in providing corporate development advisory services are $256,000, while for the three and six months ended June 30, 2021, cost incurred arise in providing corporate development advisory services are $107,600 and $110,00. Our gross margin for the three and six months ended June 30, 2022 were $64,000, which is more than $12,400 for three and six months ended June 30, 2021. Selling and marketing expenses For the three and six months ended June 30, 2022, we had selling and distribution expenses in the amount of $0, while for the three and six months ended June 30, 2021, we had selling and distribution expenses in the amount of $79 and $285, which were primarily comprised of marketing expenses and expenses incurred for selling of services. General and administrative expenses For the three and six months ended June 30, 2022, we had general and administrative expenses in the amount of $51,395 and $96,161, while for the three and six months ended June 30, 2021, we had general and administrative expenses in the amount of $51,389 and $79,332, which were primarily comprised of company renewal fee, employee salary, and employee reimbursement. Net Profit/(Loss) For the three months ended June 30, 2022, the Company generated net profit of $14,057 and incurred a net loss of $30,657 for the six months ended June 30, 2022, while for the three and six months ended June 30, 2021, the Company has incurred a net loss of $38,052 and $66,176. The losses are mainly derived from the general and administrative expenses. 4 Liquidity and Capital Resources As of June 30, 2022 and 2021, we had cash and cash equivalents of $252,354 and $215,348. We had generated positive operating cash flows and we expect increased levels of operating activities going forward will result in more significant cash flows. We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. Cash Generated From / Used In Operating Activities For the six months ended June 30, 2022 and 2021, net cash generated from operating activities was $55,300 and net cash used in operating activities was $63,601 respectively. Credit Facilities We do not have any credit facilities or other access to bank credit. Off-balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2022. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 5 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item. ITEM 4 CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2022. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Investment Officer. Based upon that evaluation, our Chief Executive Officer and Chief Investment Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2022, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 6 PART II — OTHER INFORMATION Item 1. Legal Proceedings We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us. Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information. None 7 ITEM 6. Exhibits Exhibit No. Description 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer* 32.1 Section 1350 Certification of principal executive officer * 32.2 Section 1350 Certification of principal investment officer * 101.INS XBRL Instance Document* 101.SCH XBRL Schema Document* 101.CAL XBRL Calculation Linkbase Document* 101.DEF XBRL Definition Linkbase Document* 101.LAB XBRL Label Linkbase Document* 101.PRE XBRL Presentation Linkbase Document* * Filed herewith. 8 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: August 12, 2022 By: /s/ CHIN CHEE SEONG Title: Chief Executive Officer, President, Director, Secretary and Treasurer Date: August 12, 2022 By: /s/ SEAH KOK WAH Title: Chief Investment Officer, Director 9