What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-12-26 compared with 2021-08-27 · 156 added, 137 removed, 65 unchanged (82% of the section changed)

3 unchanged sentences

statements in this Report constitute forward-looking statements.

These forward-looking statements include statements, which involve

risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth

strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of,

working capital.

They are generally identifiable by use of the words “may,” “will,” “should,”

“anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,”

“ongoing,” “expects,” “management believes,” “we believe,” “we intend,”

or the negative of these words or other variations on these words or comparable terminology.

In light of these risks and uncertainties,

there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

You should not place

undue reliance on these forward-looking statements.

These forward-looking statements include statements, which involve risks

and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)

anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital.

are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”

“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”

“expects,” “management believes,” “we believe,” “we intend,” or the negative of these

words or other variations on these words or comparable terminology.

In light of these risks and uncertainties, there can be no assurance

that the forward-looking statements contained in this filing will in fact occur.

You should not place undue reliance on these forward-looking

forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities

laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on

which the statements are made or to reflect the occurrence of unanticipated events.

laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which

the statements are made or to reflect the occurrence of unanticipated events.

Ventures Corp.

is a company that operates through its wholly owned subsidiary, SEATech Ventures Corp., a Company organized in

Labuan, Malaysia.

It should be noted that our wholly owned subsidiary, SEATech Ventures Corp.

owns 100% of SEATech Ventures (HK)

Limited, the operating Hong Kong Company which is described below.

The purpose of the Company’s Labuan, Malaysia subsidiary

structure is for the Labuan, Malaysia subsidiary to act as a holding company.

At the present time, we do not have definitive plans

for which markets we will be expanding to, but we will utilize this subsidiary to prepare for future expansion efforts.

of the Hong Kong Company is to function as the current regional hub, carrying out the majority of physical operations, of the

All of the previous entities share the same exact business plan.

present, we have a physical office in in Bangsar South with address 11-05 & 11-06, Tower A, Ave 3 Vertical Business Suite,

Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia.

Our office space is provided rent

free by our Chief Investment Officer Seah Kok Wah until June 2020.

of the previous entities share the same exact business plan with the goal 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, at least initially,

primarily focus our efforts on nurturing ICT entrepreneurs in Asia.

Our advisory services will center on our “ICT Start-Up

Mentorship Program”, which is designed to assist tech-based entrepreneurs in solving ICT industry pain points caused by

technical insufficiencies, inappropriate financial modelling and weak strategic positioning within a competitive environment.

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

through a combination of mentorship programs.

At present our payment structure is under development, meaning that for the foreseeable

future we will evaluate all payments/fees on a case by case basis.

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.

of SEATech Ventures Corp.

Labuan, Malaysia is to act as a holding company.

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 and SEATech Ventures Sdn

Bhd respectively , which both companies are in Malaysia, as part of our business development initiative.

our physical office in in Bangsar South with address 11-05 & 11-06, Tower A, Ave 3 Vertical Business Suite, Jalan Kerinchi, Bangsar

South, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia.

Group business activities are mainly 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.

part of our expansion plan, on September 20, 2022 Greenpro Capital Corp.

GRNQ) appointed SEATech Ventures (HK) Limited as a

listing sponsor to engage potential token issuers to list on Green-X, the World’s first Shariah-Compliant ESG (environment, social

and governance) Digital Asset Exchange (“DAX”) in Labuan, Malaysia.

According to global consulting firm BCG, the asset tokenization

market will grow 50 times from US$310 billion in this year, to US$16.1 trillion by 2030, driven by demand from a wide range of investors

for greater access to private markets (Source:

World Economic Forum – Global Agenda Council, BCG Analysis) .

As a DAX listing

sponsor, SEATech Ventures (HK) Limited focus on digital/physical asset-backed companies in the STO (security token offering) listing

of Operations

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Company generated revenue of $548,095 and $383,240 for the year ended December 31, 2022 and 2021.

The revenue represented income

from provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development

advisory services

The revenue represented income from

provision of business mentoring, nurturing and incubation services relating to client businesses and corporate development advisory services.

of Revenue and Gross Margin

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The Company generates gross profits of $94,042 and $75,540 for the year ended December 31, 2022 and 2021.

and Marketing Expenses

and Distribution Expenses

and distribution expenses for the year ended December 31, 2022 and 2021 amounted to $7,613 and $3,079 respectively.

These expenses

comprised expenses on website and website maintenance, marketing and networking event, and travelling expenses.

These expenses comprised

expenses on website and website maintenance, marketing and networking event.

and Administrative Expenses

and administrative expenses for the year ended December 31, 2022 and 2021 amounted to $182,522 and $175,657 respectively.

expenses are comprised of salary, consultancy fees for listing advisory, professional fee, compliance fee, office and outlet operation

expenses and depreciation.

These expenses

are comprised of salary, professional fee, compliance fee, office and operation expenses.

Company recorded an amount of $1,936 and $1,546 as other income for the year ended December 31, 2022 and 2021 respectively.

income is derived from the foreign exchange gain.

is derived from the foreign exchange gain.

Loss and Net Loss Margin

net loss for the year was $107,186, for the year ended December 31, 2020 as compared to $219,544 for the year ended December 31,

The decrease in net loss of $112,358 can be contributed to the substantial decrease in general and administrative expenses

Taking into the loss for the year ended December 31, 2020, the accumulated loss for the Company has increased from $291,351,

The net loss was $94,157 for the year ended December 31, 2022 as compared to $101,650 for the year ended December 31, 2021.

in net loss of $7,493 was contributed to the higher revenue generated for the year ended December 31, 2022.

Taking into the loss for the

year ended December 31, 2022, the accumulated loss for the Company has increased from $499,923 to $594,080.

and Capital Resources

of December 31, 2022, we had cash and cash equivalents of $136,193.

We expect increased levels of operations going forward will

result in more significant cash flow and in turn working.

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.

We expect increased levels of operations going forward will result

in more significant cash flow and in turn working.

depend substantially on operating 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.

Used in Operating Activities

the year ended December 31, 2020 and 2019, net cash used in operating activities was $401,710 and $ 208,188.

used in operating activities was mainly for payment of general and administrative expenses.

Provided In Financing Activities

the year ended December 31, 2020 and 2019, net cash provided by financing activities was $343,200 and $291,300 respectively.

financing cash flow performance primarily reflects the issuance of private placement shares and IPO shares.

Used In Investing Activities

the financial year ended December 31, 2020 and 2019, the net cash used in investing activities was $0 and $1,015.

The investing

cash flow performance primarily reflects the investment in other company in the ICT industry.

For the year ended December 31, 2022 and 2021, net cash used in operating activities was $59,529 and $85,051.

The cash used in operating

activities was mainly for payment of sales and marketing and general and administrative expenses.

Provided by Financing Activities

the year ended December 31, 2022, net cash provided by financing activities was $0.

For the year ended December 31, 2021, net cash provided

by financing activities was $300.

The financing cash flow performance primarily reflects the borrowing repayment to director.

Provided by / (Used in) Investing Activities

the financial year ended December 31, 2022, the net cash provided by investing activities was $200.

For the financial year ended December

31, 2021, the net cash used in investing activities was $4,250.

The investing cash flow performance primarily reflects the investment

in other companies in the ICT industry.

do not have any credit facilities or other access to bank credit.

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consolidated financial statements for SEATech Ventures Corp.

and its subsidiaries for the year ended December 31, 2019 is prepared

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

the accounts of SEATech Ventures Corp.

and its wholly owned subsidiaries, SEATech Ventures Corp.

and SEATech Ventures (HK) Limited.

and its subsidiaries for the year ended December 31, 2022 is prepared in

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

of SEATech Ventures Corp.

and its wholly owned subsidiaries, SEATech Ventures Corp., SEATech Ventures (HK) Limited, SEATech CVC Sdn.

and SEATech Ventures Sdn.

Intercompany accounts and transactions have been eliminated on consolidation.

The Company has adopted December 31 as its fiscal

The Company has adopted

December 31 as its fiscal year end.

of consolidation

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

Those estimates and assumptions

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

and the reported revenue and expenses during the periods reported.

Those estimates and assumptions affect

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

revenue and expenses during the periods reported.

Actual results may differ from these estimates.

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

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

Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue

criteria are met:

(1) persuasive evidence of an arrangement exists;

(2) delivery has occurred;

(3) selling price is fixed or determinable;

and (4) collectability is reasonably assured.

Accounting Standards Board, or FASB, issued ASC 606.

The standard is a comprehensive new revenue recognition model that requires revenue

to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected

to be received in exchange for those goods or services.

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

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

services to ICT and technology based companies.

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

ICT and technology-based companies.

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

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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.

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.

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

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

Deferred tax assets and liabilities

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

expected to be recovered or settled.

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

in the period that includes the enactment date.

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

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

Under ASC 740, tax positions must initially be recognized

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

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

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

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

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

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

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

income/(loss) per share

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

Basic loss per share

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

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

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

common shares were dilutive.

Basic loss per share is computed

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

Diluted loss per share is computed

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

have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

currencies translation

The reporting currency of the Company and

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

environment in which these entities operate.

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

prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional

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

The resulting

exchange differences are recorded in the statements of operations.

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

at the dates of the transaction.

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

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

The resulting exchange differences are recorded

in the statements of operations.

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

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

on the balance sheet date.

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

balance sheet date.

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

The gains and losses

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

comprehensive income within the statement of stockholders’ equity.

currencies translation (cont’d)

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

As of and for the year ended December 31,

Year-end RM :

The gains and losses resulting

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

income within the statement of stockholders’ equity.

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

of and for the year ended December 31,

Year-end MYR :

US$1 exchange rate

Year-average RM:

Year-average MYR:

US$1 exchange rate

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US$1 exchange rate

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

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

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

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

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

Companies are also

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

value of financial instruments:

carrying value of the Company’s financial instruments:

cash and cash equivalents, accounts payable and accrued liabilities,

and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

cash and cash equivalents, accounts payable and accrued liabilities, and

amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.

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

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

ASC 820-10 establishes a three-tier fair value

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

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

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

Observable inputs such as quoted prices in active markets;

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accounting pronouncements

issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions.

10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No.

2014-10, Development Stage

Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest

Entities Guidance in Topic 810, Consolidation , which eliminates the concept of a development stage entity (DSE) entirely

from current accounting guidance.

The Company has elected adoption of this standard, which eliminates the designation of DSEs

and the requirement to disclose results of operations and cash flows since inception.

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.

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

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.

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.

Sheet Arrangements

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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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/A

Item 7. Management’s Discussion and Analysis