What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-29 · 338 added, 322 removed, 892 unchanged (43% of the section changed)

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

executive officers and directors and their respective ages as of the date hereof are as follows:

Executive Officer, President, Secretary, Treasurer, Director

Investment Officer, Director

Kok Hoong (1)

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Financial Officer

Member of the Audit Committee.

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

of the Audit Committee.

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

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

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From 2000 to 2006 Mr.

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

The Company’s services include

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

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

The Company’s services include virtual

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

2007 to present, Mr.

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Treasurer, and Director.

Kok Wah – Chief Investment Officer, Director

Kok Wah – Director

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

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

October 31, 2022, Mr.

Seah Kok Wah resigned as Chief Investment Officer of the Company.

Cheah Kok Hoong – Independent Non-Executive Director

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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 Strathclyde, United Kingdom, graduated with a distinction in 2012 and a doctorate from University of Malaya in 2021.

Tan Hock Chye – Chief Financial Officer

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

Council Member of Malaysia Cross Border E-Commerce Association.

Tan, age 63, is the National Deputy Treasurer of the SME Association of Malaysia as well as the National Treasurer and Council Member

of Malaysia Cross Border E-Commerce Association.

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

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

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

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

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

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

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

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registered public accounting firm, internal auditors or management.

Our board of directors has adopted a code of ethics

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

principal accounting officer.

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

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

inside information, and reporting of violations of the code.

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

board of directors has adopted a code of ethics that applies to all our directors, officers and employees, including our principal executive

officer, principal financial officer and principal accounting officer.

The code addresses, among other things, honesty and ethical conduct,

conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, confidentiality, trading on inside information, and reporting of violations of the code.

The code of ethics is available on the

Company’s website at https://www.seatech-ventures.com/.

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

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EXECUTIVE COMPENSATION

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.

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, 2022, for services

rendered in all capacities to us.

Compensation Table:

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Other Compensation ($)

the year ended December 31, 2021

Executive Officer, President, Secretary, Treasurer, Director

the year ended December 31, 2020

Chief Investment

the year ended December 31, 2021

the year ended December 31, 2020

the year ended December 31, 2021

Financial Officer

the year ended December 31, 2020

Chin Chee Seong,

Chief Executive

Officer, President, Secretary, Treasurer, Director

For the year ended December 31,

For the year ended December 31, 2021

Seah Kok Wah,

Chief Investment Officer

(1), Director

For the year ended December 31,

Tan Hock Chye

Chief Financial Officer

For the year ended December 31, 2022

For the year ended December 31, 2021

October 31, 2022, Mr.

Seah Kok Wah resigned as Chief Investment Officer of the Company.

Disclosure to Summary Compensation Table

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

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.

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.

On October 31, 2022, Mr.

resigned as Chief Investment Officer of the Company.

Discussion and Analysis

During our fiscal year ended December 31, 2021,

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

Louis Ramesh Ruben for $500 and Mr.

Kok Hoong for $500.

our fiscal year ended December 31, 2022, we provided monthly compensation to our independent non-executive directors, including Mr.

Ramesh Ruben for $500 and Mr.

Cheah Kok Hoong for $500.

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

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Seah Kok Wah,

Chief Investment Officer, Director

Cheah Kok Hoong

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

On October 31, 2022, Mr.

Seah resigned as Chief Investment Officer of the Company.

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

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

Seah Kok Wah is our Chief Investment Officer.

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

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and Loke Che Chan.

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

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

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

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

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

the year ended December 31, 2020, the Company paid $233,400 to Greenpro Financial Consulting Limited for professional services and cost

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

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

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

the year ended December 31, 2022, the Company paid $18,242 to Asia UBS Global Limited for professional services and $366,300 to Greenpro

Financial Consulting Limited for the cost of providing corporate development advisory services to ICT and technology-based companies.

PARTY TRANSACTIONS

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- Related party D

- Related party E

Cost of Sales

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party D represents company where the Company owns 14.99% interest in the company.

Related party E represents one of the corporate shareholders, owns 2.46% interest in the Company.

Approval and Ratification of Related Party Transactions

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Audit related fees

All other fees

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

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Articles of Incorporation**

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal investment officer*

Section 1350 Certification of principal executive officer*

Section 1350 Certification of principal investment officer*

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

13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer*

1350 Certification of principal executive officer*

Section 1350 Certification of principal financial officer*

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

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XBRL Taxonomy Extension Presentation Linkbase Document

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

Page Interactive Data File (embedded within the Inline XBRL document)

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.

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

333-230479) on May 30,

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

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March 30, 2023

Investment Officer, Director

TAN HOCK CHYE

Financial Officer

TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

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(the ‘Company’) as of December 31, 2022

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

and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows

for the each of two years in the year ended of December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial

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December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

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

As discussed in Note 2 to the

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

operating cash flows as of December 31, 2021.

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

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

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

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

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

financial statements based on our audits.

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

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

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

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

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

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

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

As part of our audits,

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

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

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

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.

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.

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

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.

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 of $94,157 during the year, had an accumulated deficit of $594,080 and negative operating cash flows of $59,529 as of December 31,

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

Audit Matters

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CURRENT ASSETS

Account receivable

Deposits paid, prepayments and other receivables

Account receivables

Amount due from a related party

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Other payables and accrued liabilities

Amounts due to a director

Amount due to a corporate shareholder

Total current liabilities

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$ ( 101,650 )

$ ( 107,186 )

INCOME TAXES PROVISION

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COMPREHENSIVE LOSS

$ ( 101,662 )

NET LOSS ATTRIBUTABLE TO:

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

Number of Shares

PAID-IN CAPITAL

COMPREHENSIVE

CONTROLLING INTEREST

Number of Shares

PAID-IN CAPITAL

COMPREHENSIVE

CONTROLLING INTEREST

Balance as of

January 01, 2020

as of December 31, 2020

$ ( 398,537 )

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

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

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

Acquisition of subsidiaries

Foreign exchange translation

Balance as of

December 31, 2020

spinoff adjustment resulted from a stock distribution by a corporate shareholder

of a subsidiary

exchange translation loss

as of December 31, 2021

$ ( 499,923 )

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

Acquisition of a subsidiary

Foreign exchange translation loss

Balance as of

December 31, 2021

$ ( 499,923 )

exchange translation loss

as of December 31, 2022

$ ( 594,080 )

accompanying notes to consolidated financial statements

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December 31, 2022

For the year ended

the year ended

December 31, 2021

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$ ( 101,650 )

$ ( 107,186 )

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

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Accounts receivable

Accounts payable

Account payable

Amount due from corporate shareholder of a subsidiary

Amount due from a related company

Deposits paid, prepayments and other receivables

Other payables and accrued liabilities

Amount due to a corporate shareholder

Net cash used in operating activities

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Investment in other companies

Net cash used in investing activities

Refund of investment in other companies

Net cash provided by / (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from subscription shares of non-controlling interest

Share subscriptions receipts

Advances from director

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Ventures Corp.

was incorporated on April 2, 2018 under the laws of the state of Nevada.

(“the Company”) was incorporated on April 2, 2018 under the laws of the state of Nevada.

Company, through its subsidiaries, engages in providing business mentoring, nurturing, incubating and corporate development advisory

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a private limited company incorporated in Labuan, Malaysia.

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

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

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

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company incorporated in Malaysia.

The Malaysia Company changed its company name to SEATech CVC

on February 22, 2022.

On February 25, 2022, SEATech Ventures (HK) Limited further acquired 40 % of the equity interests in SEATech

Bhd., which in turn owns 100 % of the equity interests in the Malaysia company.

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

Malaysia company, from the Chief Executive Officer, President, Secretary, Treasurer and Director, Mr.

Chin Chee Seong, with consideration

of the Company’s subsidiaries:

SCHEDULE OF COMPANY SUBSIDIARIES

Place and date

of incorporation

Particulars of issued capital

Principal activities

Proportional of ownership interest and voting power held

and date of incorporation

of issued capital

of ownership interest and voting power held

Ventures Corp.

Labuan / March

shares of US$1 each

Ventures (HK) Limited

Hong Kong / January 30,

1 ordinary share of HK$1

mentoring, nurturing and incubation, and corporate development advisory services

SEATech Bigorange CVC Sdn.

Malaysia / October 04,

20,000 ordinary shares

Ventures Sdn.

Malaysia / May 27, 2021

1 ordinary share of MYR1

of corporate advisory services

SEATECH VENTURES CORP.

March 12, 2018

ordinary shares of US$1 each

Investment holding

SEATech Ventures (HK) Limited

January 30, 2018

1 ordinary share

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

SEATech Bigorange CVC Sdn Bhd

October 04, 2021

ordinary shares of MYR$1 each

Dormant company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

Ventures Corp.

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community through a combination of mentorship programs.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

Company has adopted December 31 as its fiscal year end.

of SEATech Ventures Corp., its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech

SEATech Bigorange CVC Sdn.

Bhd.) and SEATech Ventures Sdn.

Intercompany accounts and transactions have

been eliminated on consolidation.

The Company has adopted December 31 as its fiscal year end.

of consolidation

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

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

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advisory services.

Investments in equity securities

The Company accounts for its investments that

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

Instruments – Overall:

Recognition and Measurement of Financial Assets and Financial Liabilities .

The Company measure investments

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

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

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

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

securities with carrying value of $ 5,265 .

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

of $ 1,015 (see Note 6).

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

in equity securities

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.

31, 2022, the Company had four investments in equity securities with carrying value of $ 5,065 .

At December 31, 2021, the Company had

five investments in equity securities with carrying value of $ 5,265 (see Note 6).

Accounts receivable

Accounts receivable are recorded at the invoiced amount

less an allowance for any uncollectible accounts.

Management reviews the adequacy of the allowance for doubtful accounts on an ongoing

basis, using historical collection trends and aging of receivables.

Management also periodically evaluates individual customer’s

financial condition, credit history and the current economic conditions to make an adjustment to the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery

is considered remote.

and cash equivalents

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

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements,

for the year ended December 31, 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.

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, 2022, the Company incurred a net loss of $ 94,157 , suffered an accumulated deficit of $ 594,080 and negative operating

cash flow of $ 59,529 .

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one

year of the date that the financial statements are issued.

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

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

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

from its major shareholders.

from its Chief Executive Officer cum shareholder.

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

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stockholders, in the case of equity financing.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

income/(loss) per share

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were dilutive.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

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

reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while

its subsidiaries in Malaysia, maintains the books and record in Ringgit Malaysia (“MYR”), being the primary currency of the

economic environment in which these entities operate.

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

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SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATE

As of and for the year ended December 31,

As of and for the year ended

Year-end RM :

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

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

value of financial instruments :

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

accounting pronouncements

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

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

May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic

Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement

of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

The amendments

in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification.

The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

which to update the effective date of ASU No.

2016-13 for private companies, not-for-profit organizations and certain smaller reporting

companies applying for credit losses, leases, and hedging standard.

The new effective date for these preparers is for fiscal years beginning

after December 15, 2022.

ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023

as the Company is qualified as a smaller reporting company.

The Company is currently evaluating the impact ASU 2019-05 may have on its

consolidated financial statements.

VENTURES CORP.

2 unchanged sentences

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

accounting pronouncements

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

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

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

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

Bhd.,a company incorporated in Malaysia

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

Bhd., a company incorporated in

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

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

18 unchanged sentences

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

ACCOUNT RECEIVABLE

OF ACCOUNT RECEIVABLE

December 31, 2022

December 31, 2021

Account receivable

Total account receivable

The account receivable represents receivable amount

from a company where the Company owns 14.76 % interest, which is trade in nature and subject to normal trade term.

AMOUNT DUE FROM A RELATED PARTY

2 unchanged sentences

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

IN OTHER COMPANIES

INVESTMENT IN OTHER COMPANIES

SCHEDULE OF INVESTMENTS

1 unchanged sentence

December 31, 2021

AsiaFIN Holdings

AsiaFIN Holdings Corp 1

Pentaip Technology Inc.

3 unchanged sentences

Total investment in other companies

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

the private placement stage.

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.

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

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

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

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

ICT industry.

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

in AsiaFIN Holdings Corp.

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

during the private

placement stage.

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, 2022, the Company acquired 13.64 % interest in AsiaFIN Holdings

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.

is a company providing

wealth management services with integration of Artificial Intelligence (AI) by using mathematical algorithms to make investment decisions

with no human supervision.

SEATech Ventures Corp.

also provides

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

investment in Pentaip Technology Inc.

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.

fund invested was being refunded to the Company.

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

private placement stage.

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

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

during the private

placement stage.

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

SEATech Ventures

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, 2022, the Company acquired 5.68 % interest in Angkasa-X Holdings

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.

is a company focuses on m-commerce

(Mobile commerce) platform specialized in online groceries and shopping.

SEATech Ventures Corp.

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

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.

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

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

during the private

placement stage.

As of December 31, 2022, the Company acquired 14.76 % 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”.

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.

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.

also provides corporate development, mentoring, and incubation services to catTHIS

Holdings Corp.

The investment in catTHIS Holdings Corp.

is a strategic investment of the company.

As of December 31, 2021, the Company acquired

15.55 % interest in CATTHIS Holdings Corp.

OTHER PAYABLES

AND ACCRUED LIABILITIES

As of December 31, 2022, the Company

acquired 14.99 % interest in catTHIS Holdings Corp.

ACCOUNT PAYABLE

OF ACCOUNT PAYABLE

December 31, 2022

December 31, 2021

Account payable

Total account payable

The account payable represents payable to a wholly

owned subsidiary of a corporate shareholder which is trade in nature and subject to normal trade term.

OTHER PAYABLES AND ACCRUED LIABILITIES

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

5 unchanged sentences

Total payables and accrued liabilities

TO A DIRECTOR

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

SCHEDULE OF AMOUNT DUE TO A DIRECTOR

December 31, 2021

Amount due to a director

Total amount due to a director

VENTURES CORP.

2 unchanged sentences

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

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

taxes were comprised of the following:

SCHEDULE OF INCOME/ (LOSS) BEFORE INCOME TAXES

AMOUNT DUE TO A CORPORATE SHAREHOLDER

The amount due to a corporate shareholder represents amount payable for the refund of sponsorship for events concluded during the

financial year, which is unsecured,

interest free and payable on demand.

the year ended December 31, 2022 and year ended December 31, 2021, the local (United States) and foreign components of (loss) / profit

before income taxes were comprised of the following:

SCHEDULE OF (LOSS)/PROFIT BEFORE INCOME TAXES

For the year ended

6 unchanged sentences

$ ( 101,650 )

$ ( 107,186 )

provision for income taxes consisted of the following:

8 unchanged sentences

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, Malaysia and Hong Kong that

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

States of America

1 unchanged sentence

As of December 31, 2022,

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

of cumulative net operating losses which can

be carried forward indefinitely to offset a maximum of 80 %

future taxable income.

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

against the deferred tax assets on the expected

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

will not be realized in the future.

the operations in the United States of America incurred $ 393,386 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 $ 314,709 against the deferred

tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

than not that these assets will not be realized in the future.

the current laws of the Labuan, SEATech Ventures Corp.

3 unchanged sentences

Ventures Corp.

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

on its assessable income.

Bigorange CVC Sdn.

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

on its assessable income.

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

and SEATech Ventures Sdn.

are subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate

range from 17 % to 24 % on its assessable income.

VENTURES CORP.

2 unchanged sentences

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

AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

of December 31, 2022 and 2021, the Company has no commitments or contingencies involved.

RELATED PARTY

RELATED PARTY TRANSACTIONS

the years ended December 31, 2022 and 2021 the Company has following transactions with related parties:

12 unchanged sentences

- Related party D

- Related party E

Cost of Sales

1 unchanged sentence

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

party B represents company where the Company owns 13.80 %

interest in the Company.

party C represents company where the Company owns 14.66 %

interest in the Company.

party D represents company where the Company owns 15.55 %

interest in the Company.

VENTURES CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

CONCENTRATIONS

party B represents company where the Company owns 13.64 % interest in the company.

party C represents company where the Company owns 14.76 % interest in the company.

party D represents company where the Company owns 14.99 % interest in the company.

party E represents one of the corporate shareholders, owns 2.46 % interest in the Company.

CONCENTRATIONS OF RISKS

Major customers

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:

the years ended December 31, 2022 and 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

3 unchanged sentences

Major vendors

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:

the years ended December 31, 2022 and 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

24 unchanged sentences

segments is shown as below:

OF REPORTABLE SEGMENTS

SCHEDULE OF REPORTABLE SEGMENTS

United States

For the year ended December 31, 2022

1 unchanged sentence

Cost of revenues

Net income (loss)

Net (loss) / income

United States

For the year ended December 31, 2021

3 unchanged sentences

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

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

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

beyond its point of origin.

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

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

As such, it is uncertain as to the full magnitude

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

Management is actively monitoring

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

Given the daily

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

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

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

with a total share

capital of MYR 20,000

in Malaysia for future business development plan.

The Company held 12,000

shares, representing 60 %

equity interest in SEATech Bigorange CVC Sdn.

while other party held the remaining 8,000

shares, representing 40 %

equity interest in SEATech Bigorange CVC Sdn Bhd.

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

has not commenced

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

SUBSEQUENT EVENTS

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

4 unchanged sentences

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

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

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

The acquisition of SEATech Ventures Sdn.

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

As of January

03, 2022, SEATech Ventures Sdn.

was a dormant company without any business operation and liability.

February 22, 2022, SEATech Bigorange CVC Sdn.

has changed its company name to SEATech CVC Sdn.

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

shares, representing 40 %

equity interest in SEATech CVC Sdn.

from the other party with a consideration of MYR 1.

After such acquisition, SEATech CVC

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

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

What changed 10-K

Item 9A. Controls and Procedures