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 March 31, 2023
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.)
B-23A-02,
G-Vestor Tower , Pavilion Embassy ,
200, Jalan Ampang, 50450 Kuala Lumpur , Malaysia .
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code + 603 8408 1788
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 March 31, 2023
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 March 31, 2023 (unaudited) and December 31, 2022 (audited)
F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-5
Notes to the Condensed Consolidated Financial Statements
F-6
- F-15
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 March 31, 2023 (unaudited) and December 31, 2022 (audited)
F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2023 and 2022 (unaudited)
F-5
Notes to the Condensed Consolidated Financial Statements
F-6
- F-15
F- 1
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF MARCH 31, 2023 AND DECEMBER 31, 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
As of
March 31, 2023
(Unaudited)
As of
December 31, 2022
(Audited)
ASSETS
CURRENT ASSETS
Accounts receivable
$
235,550
$
120,000
Deposits paid
188
-
Cash and cash equivalents
65,783
136,193
Total current assets
301,521
256,193
NON-CURRENT ASSETS
Investment in other companies
$
5,715
$
5,065
Total non-current assets
5,715
5,065
TOTAL ASSETS
$
307,236
$
261,258
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Account payable
$
212,000
$
96,000
Other payables and accrued liabilities
27,759
57,372
Amount due to a corporate shareholder
-
33,000
Total current liabilities
239,759
186,372
TOTAL LIABILITIES
$
239,759
$
186,372
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 March 31, 2023 and December 31, 2022 respectively
9,252
9,252
Additional paid-in capital
659,958
659,958
Accumulated other comprehensive loss
( 248
)
( 244
)
Accumulated deficit
$
( 601,485
)
$
( 594,080
)
TOTAL SEATECH VENTURES CORP. STOCKHOLDERS’ EQUITY
$
67,477
$
74,886
TOTAL STOCKHOLDERS’ EQUITY
67,477
74,886
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
307,236
$
261,258
See
accompanying notes to consolidated financial statements.
F- 2
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023 and 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
For the period ended
March 31, 2023
(Unaudited)
For the period ended
March 31, 2022 (Unaudited)
REVENUE
$ 148,000
$ -
COST OF REVENUE
( 116,000 )
-
GROSS PROFIT
32,000
-
OTHER INCOME
-
52
SELLING AND DISTRIBUTION EXPENSES
( 805 )
-
GENERAL AND ADMINISTRATIVE EXPENSES
( 38,600 )
( 44,766 )
LOSS BEFORE INCOME TAX
( 7,405 )
$ ( 44,714 )
INCOME TAXES PROVISION
-
-
NET LOSS
( 7,405 )
( 44,714 )
OTHER COMPREHENSIVE LOSS
Foreign exchange translation loss
( 4 )
( 408 )
COMPREHENSIVE LOSS
$ ( 7,409 )
$ ( 45,122 )
Net loss per share- Basic and diluted
( 0.00008 )
( 0.0005 )
Weighted average number of common shares outstanding - Basic and diluted
92,519,843
92,519,843
See
accompanying notes to condensed consolidated financial statements.
F- 3
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR
THE THREE MONTHS ENDED MARCH 31, 2023 and 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three
Months Ended March 31, 2023 (Unaudited)
Number of Shares
Amount
PAID-IN CAPITAL
COMPREHENSIVE LOSS
ACCUMULATED DEFICIT
TOTAL EQUITY
COMMON SHARES
ADDITIONAL
ACCUMULATED OTHER
Number of Shares
Amount
PAID-IN CAPITAL
COMPREHENSIVE LOSS
ACCUMULATED DEFICIT
TOTAL EQUITY
Balance as of December 31, 2022
92,519,843
$ 9,252
$ 659,958
$ ( 244 )
$ ( 594,080 )
-
$ 74,886
Foreign exchange translation loss
-
-
-
( 4 )
-
( 4 )
Net loss for the period
-
-
-
-
( 7,405 ) -
( 7,405 )
Balance as of March 31, 2023
92,519,843
9,252
659,958
( 248 )
( 601,485 ) -
67,477
Three
Months Ended March 31, 2022 (Unaudited)
Number of Shares
Amount
PAID-IN CAPITAL
COMPREHENSIVE LOSS
ACCUMULATED DEFICIT
CONTROLLING INTEREST
TOTAL EQUITY
COMMON SHARES
ADDITIONAL
ACCUMULATED OTHER
NON-
Number of Shares
Amount
PAID-IN CAPITAL
COMPREHENSIVE LOSS
ACCUMULATED DEFICIT
CONTROLLING INTEREST
TOTAL EQUITY
Balance as of 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 loss
-
-
-
( 408 )
-
-
( 408 )
Net loss for the period
-
-
-
-
( 44,714 )
-
( 44,714 )
Balance as of March 31, 2022
92,519,843
9,252
659,958
( 533 )
( 544,637 )
-
124,040
See
accompanying notes to condensed consolidated financial statements.
F- 4
SEATECH
VENTURES CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023 and 2022
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months
ended
March 31, 2023
(Unaudited)
Three months
ended
March 31, 2022
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ ( 7,405 )
$ ( 44,714 )
Adjustments to reconcile net loss to net cash (used in)/generated from operating activities:
Changes in operating assets and liabilities:
Accounts receivable
( 115,550 )
-
Account payable
116,000
-
Deposits paid, prepayments and other receivables
( 188 )
1,464
Deferred costs of revenue
-
( 27,494 )
Amount due from a related party
-
3,093
Amount due to a corporate shareholder
( 33,000 )
-
Other payables and accrued liabilities
( 29,613 )
( 3,514 )
Deferred revenue
-
120,071
Net cash (used in)/generated from operating activities
( 69,756 )
48,906
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in other companies
( 650 )
-
Refund of investment in other company
-
200
Net cash (used in)/generated from investing activities
$ ( 650 )
$ 200
Effect of exchange rate changes on cash and cash equivalents
( 4 )
( 146 )
Net change in cash and cash equivalents
( 70,410 )
48,960
Cash and cash equivalents, beginning of period
136,193
192,286
CASH AND CASH EQUIVALENTS, END OF PERIOD
$ 65,783
$ 241,246
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 THREE MONTHS ENDED MARCH 31, 2023
(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 HK$1 each
Business mentoring, nurturing and incubation, and corporate development advisory services
100 %
3.
SEATech CVC Sdn. Bhd. (F.K.A. SEATech Bigorange CVC Sdn. Bhd.)
Malaysia / October 04, 2021
20,000 ordinary shares of MYR1 each
Dormant company
100 %
4.
SEATech Ventures Sdn. Bhd.
Malaysia / May 27, 2021
1 ordinary share of MYR1 each
Provision of corporate advisory services
100 %
F- 6
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), 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 three months ended March 31, 2023 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.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America
(“US GAAP”) have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2023 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Condensed Consolidated Balance Sheet
information as of December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements as of and for the year
ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2023. These financial
statements should be read in conjunction with that report.
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,
2023, the Company had five investments in equity securities with carrying value of $ 5,715 (see Note 6).
Accounts
receivable
Accounts
receivable are recorded at the invoiced
amount less an allowance for expected credit losses. Management reviews the adequacy of the allowance for expected credit losses 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.
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 THREE MONTHS ENDED MARCH 31, 2023
(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.
Going
concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period
ended March 31, 2023, the Company incurred a net loss of $ 7,405 , suffered an accumulated deficit of $ 601,485 and negative operating cash
flow of $ 69,756 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year
of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
The
Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support
from its Chief Executive Officer cum shareholder. Management believes the existing shareholder or external financing will provide the
additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed,
will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain
additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial
dilution for its stockholders, in the case of equity financing.
F- 8
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
Net
income/(loss) per share
The
Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss)
per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period.
Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if
the additional common shares were dilutive.
Foreign
currencies translation
The
reporting currency of the Company and its subsidiaries in Labuan and Hong Kong, are United States Dollars (“US$”), while
its subsidiaries in Malaysia, maintains the 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
March 31, 2023
As of and for
the period
ended
March 31, 2022
Period-end RM : US$1 exchange rate
4.42
4.20
Period-average RM : US$1 exchange rate
4.39
4.19
Period-end HK$: US$1 exchange rate
7.85
7.83
Period-average HK$ : US$1 exchange rate
7.84
7.80
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
F- 9
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), 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.
In
May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic
326): 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. 2019-10,
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 adoption of this standard did not have a material impact on the Company’s
consolidated financial statements.
F- 10
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(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 March 31, 2023, SEATech Ventures Corp has an issued and outstanding common share of 92,519,843 .
4.
ACCOUNTS RECEIVABLE
SCHEDULE
OF ACCOUNT RECEIVABLE
As of
March 31, 2023
(Unaudited)
As of
December 31, 2022
(Audited)
Accounts receivable
$ 235,550
$ 120,000
Total accounts receivable
$ 235,550
$ 120,000
The
accounts receivable includes receivable amount from companies where the Company owns equity interest, which are trade in nature and subject
to normal trade term.
5.
CASH AND CASH EQUIVALENTS
As
of March 31, 2023, the Company recorded $ 65,783 of cash and cash equivalents which primarily consists of cash in bank.
F- 11
6.
INVESTMENT IN OTHER COMPANIES
SCHEDULE
OF INVESTMENTS
As of
March 31, 2023
(Unaudited)
As of
December 31, 2022
(Audited)
AsiaFIN Holdings Corp. 1
$ 1,015
$ 1,015
Angkasa-X Holdings Corp. 2
1,300
1,300
JOCOM Holdings Corp. 3
850
850
catTHIS Holdings Corp. 4
1,900
1,900
Celmonze Wellness Corporation 5
650
-
Total investment in other companies
$ 5,715
$ 5,065
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
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 March 31, 2023, the Company acquired
13.64 % interest in AsiaFIN Holdings Corp.
2
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 March 31, 2023, the Company acquired 5.68 % interest in
Angkasa-X Holdings Corp.
3
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 March 31, 2023, the Company acquired 14.76 % interest in JOCOM Holdings Corp.
4
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 March 31, 2023, the Company acquired 14.99 % interest in catTHIS Holdings Corp.
5
On
March 8, 2023, the Company has invested in Celmonze Wellness Corporation during the private placement stage. Celmonze Wellness Corporation
is a company focuses on beauty and wellness services. SEATech Ventures Corp. also provides corporate development, mentoring, and
incubation services to Celmonze Wellness Corporation. The investment in Celmonze Wellness Corporation is a strategic investment of
the Company.
7.
ACCOUNT PAYABLE
SCHEDULE
OF ACCOUNT PAYABLE
As of
March 31, 2023
(Unaudited)
As of
December 31, 2022
(Audited)
Account payable
$ 212,000
$ 96,000
Total account payable
$ 212,000
$ 96,000
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.
F- 12
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
8.
OTHER PAYABLES AND ACCRUED LIABILITIES
Other
payables and accrued liabilities consisted of the following as of March 31, 2023 and December 31, 2022:
SCHEDULE
OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of
March 31, 2023
(Unaudited)
As of
December 31, 2022
(Audited)
Accrued audit fees
$ 18,961
$ 19,203
Accrued expenses
3,172
1,541
Accrued professional fees
5,626
36,628
Total payables and accrued liabilities
$ 27,759
$ 57,372
9.
INCOME TAXES
For
the three months ended March 31, 2023 and 2022, 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
Three months
ended
March 31, 2023
(Unaudited)
Three months
ended
March 31, 2022
(Unaudited)
Tax jurisdictions from:
Local
$ ( 13,419 )
$ ( 15,170 )
Foreign, representing
- Labuan
( 10,854 )
( 15,553 )
- Hong Kong
$ 17,653
$ ( 12,902 )
- Malaysia
( 785 )
( 1,089 )
Loss before income tax
$ ( 7,405 )
$ ( 44,714 )
The
provision for income taxes consisted of the following:
SCHEDULE
OF PROVISION FOR INCOME TAXES
For the
period ended
March 31, 2023
(Unaudited)
For the
period ended
March 31, 2022
(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 March 31, 2023, the
operations in the United States of America incurred $ 406,805 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 $ 325,444 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 15 % to 24 % on its assessable income.
F- 13
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
10.
COMMITMENTS AND CONTINGENCIES
As
of March 31, 2023, the Company has no commitments or contingencies involved.
11.
RELATED PARTY TRANSACTIONS
For
the period ended March 31, 2023 and 2022, the Company has the following transactions with related party:
SCHEDULE
OF RELATED PARTY TRANSACTIONS
For the
period ended
March 31, 2023
(Unaudited)
For the
period ended
March 31, 2022
(Unaudited)
Company Secretary Fees:
- Related party A
$ 1,350
$ 4,507
Professional Fees:
- Related party A
$ 1,800
$ 1,800
Sales
- Related party B
$ 25,000
$ -
- Related party C
120,000
-
Cost of sales
- Related party A
$ 116,000
$ -
Total
$ 264,150
$ 6,307
The
related party A, through its wholly owned subsidiaries is a 34.06 % shareholder of the Company.
Related
party B represents company where the Company owns 13.64 %
percentage of the company.
Related
party C represents company where the Company owns 14.99 %
percentage of the company.
12.
CONCENTRATIONS OF RISKS
(a)
Major customers
For
the period ended March 31, 2023 and 2022, 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 March 31
2023
2022
2023
2022
2023
2022
Revenues
Percentage of Revenues
Accounts Receivable, Trade
Customer A
$ 25,000
$ -
17 %
- %
$ 12,500
$ -
Customer B
120,000
-
81 %
- %
120,000
-
$ 145,000
$ -
98 %
- %
$ 132,500
$ -
(b)
Major vendors
For
the period ended March 31, 2023 and 2022, 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 March 31
2023
2022
2023
2022
2023
2022
Purchases
Percentage of Purchases
Accounts
Payable, Trade
Vendor A
$ 116,000
$ -
100 %
- %
$ 212,000
$ -
$ 116,000
$ -
100 %
- %
$ 212,000
$ -
(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.
F- 14
SEATECH
VENTURES CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(UNAUDITED)
13.
SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about services categories, business segments and major customers
in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating
decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about
allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to
segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures
about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material
operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in
economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
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:
For the period ended March 31, 2023
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ 148,000
$ 148,000
Cost of revenues
-
-
116,000
116,000
Net (loss)/profit
( 13,419 )
( 11,639 )
17,653
( 7,405 )
Total assets
$ 10
$ 33,911
$ 273,315
$ 307,236
For the period ended March 31, 2022
United States
Malaysia
Hong Kong
Total
Revenues
$ -
$ -
$ -
$ -
Cost of revenues
-
-
-
-
Net loss
( 15,170 )
( 16,642 )
( 12,902 )
( 44,714 )
Net (loss)/profit
( 15,170 )
( 16,642 )
( 12,902 )
( 44,714 )
Total assets
$ 10
$ 78,974
$ 195,007
$ 273,991
*Revenues
and costs are attributed to countries based on the location of customers.
14.
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 March 31, 2023, 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- 15
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, 2022 filed with the Securities and Exchange Commission on March 30, 2023 (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 Kuala Lumpur with address B-23A-02, G-Vestor Tower, Pavilion Embassy, 200, Jalan Ampang, 50450
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 ended March 31, 2023 and 2022
Revenues
For
the three months ended March 31, 2023 and 2022, the Company has generated revenue of $148,000 and $0 respectively. The revenue represented
income from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development
advisory services.
Cost
of Revenue and Gross Margin
For
the three months ended March 31, 2023 and 2022, cost incurred arise in providing corporate development advisory services are $116,000
and $0 respectively. The Company generated gross profit of $32,000 and $0 for the three months ended March 31, 2023 and 2022 respectively.
Selling
and marketing expenses
For
the three months ended March 31, 2023 and 2022, we had selling and distribution expenses in the amount of $805 and $0 respectively, which
were primarily comprised of marketing expenses and expenses incurred for selling of services.
General
and administrative expenses
For
the three months ended March 31, 2023 and 2022, we had general and administrative expenses in the amount of $38,600 and $44,766 respectively,
which were primarily comprised of company renewal fee, employee salary, and employee reimbursement.
Net
Loss
For
the three months ended March 31, 2023 and 2022, the Company has incurred a net loss of $7,405 and $44,714 respectively. The losses are
mainly derived from the general and administrative expenses.
4
Liquidity
and Capital Resources
As
of March 31, 2023 and 2022, we had cash and cash equivalents of $65,783 and $241,246. 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
(Used In)/Generated From Operating Activities
For
the three months ended March 31, 2023, net cash used in operating activities was $69,756 and for the three months ended March 31, 2022,
net cash generated from operating activities was $48,906.
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 March 31, 2023.
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 March 31, 2023. This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as of March 31, 2023, 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 March 31, 2023, 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 March 31, 2023, 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 financial officer*
32.1
Section 1350 Certification of principal executive officer *
32.2
Section 1350 Certification of principal financial officer *
101.INS
Inline XBRL
Instance Document*
101.SCH
Inline XBRL
Schema Document*
101.CAL
Inline XBRL
Calculation Linkbase Document*
101.DEF
Inline XBRL
Definition Linkbase Document*
101.LAB
Inline XBRL
Label Linkbase Document*
101.PRE
Inline XBRL
Presentation Linkbase Document*
104
Cover Page Interactive Data File (embedded within the Inline XBRL 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:
May 11, 2023
By:
/s/
CHIN CHEE SEONG
Title:
Chief
Executive Officer,
President,
Director, Secretary and Treasurer
Date:
May 11, 2023
By:
/s/
TAN HOCK CHYE
Title:
Chief
Financial Officer
9
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.